SEC Filing | Embark Trucks, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

EMBARK TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing the Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐

No fee required.

☒

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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EMBARK TECHNOLOGY, INC.
321 ALABAMA STREET
SAN FRANCISCO, CALIFORNIA 94110

To the Stockholders of Embark Technology, Inc.:

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “special meeting”) of Embark Technology, Inc. (“Embark”). The special meeting will be held on July 17, 2023, at 9:00 a.m., Pacific Time. You may attend the special meeting via a live interactive webcast at www.virtualshareholdermeeting.com/EMBK2023SM. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and Embark.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of May 25, 2023 (the “merger agreement”), among Applied Intuition, Inc. (“Applied”), Azara Merger Sub, Inc., a wholly owned subsidiary of Applied (“Merger Sub”) and Embark, and to approve the merger. We refer to the merger of Merger Sub with and into Embark as the “merger.”

At the special meeting, you will also be asked to consider and vote on a proposal for the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting.

If the merger is completed, you will be entitled to receive $2.88 in cash (the “per share price”), without interest and subject to any applicable withholding taxes, for each share of our Class A common stock and Class B common stock (together, our “common stock”) that you own (unless you have properly exercised your appraisal rights).

Embark’s Board of Directors (the “Embark Board”) formed a Transaction Committee of the Embark Board comprised solely of independent and disinterested directors (the “Transaction Committee”) to consider, evaluate, review and negotiate any potential sale of Embark or substantially all of Embark’s assets (an “acquisition”) and to take such other actions with respect to any acquisition that the Transaction Committee deemed appropriate. The Transaction Committee, as more fully described in the enclosed proxy statement, evaluated the merger, with the assistance of its financial and legal advisors. At the conclusion of its review, the Transaction Committee, among other things, unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement, (2) approved, adopted and declared advisable the merger agreement and approve the merger, and (3) recommended that the Embark Board approve and adopt the merger agreement and the merger.

The Embark Board, acting upon the unanimous recommendation of the Transaction Committee and after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement, the performance by Embark of its covenants and other obligations under the merger agreement, and the consummation of the merger on the terms and conditions set forth in the merger agreement.

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The Embark Board unanimously recommends that you vote:

(1)

“FOR” the adoption of the merger agreement and approval of the merger; and

(2)

“FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of the Embark Board and the Transaction Committee in connection with their evaluations of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information. You may also obtain additional information about Embark from documents we have filed with the Securities and Exchange Commission.

In connection with execution of the merger agreement, certain of our existing stockholders entered into voting and support agreements (the “voting and support agreements”), pursuant to which the applicable stockholders agreed to vote all of their respective shares of our common stock in favor of the adoption of the merger agreement, subject to certain terms and conditions contained in the voting and support agreements. Copies of the voting and support agreements are attached as Annex C and Annex D to the accompanying proxy statement.

Also in connection with execution of the merger agreement, Embark and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “warrant amendment”) to the Warrant Agreement, dated January 12, 2021, as amended (the “warrant agreement”). The warrant amendment provides that, upon the completion of the merger, (i) the Warrant Price (as defined in the warrant agreement) will be reduced by an amount equal to the difference between (A) the Warrant Price in effect prior to such reduction minus (B) (I) the per share price minus (II) the Black-Scholes Warrant Value (as defined in the warrant amendment), and (ii) immediately following (and after giving effect to) the reduction of the Warrant Price as set forth in the immediately preceding clause (i) each outstanding warrant to purchase our common stock will be automatically cancelled with no action required from Embark’s warrant holders and converted into a right to receive an amount in cash equal to the product of (1) the total number of shares of our common stock underlying such warrant multiplied by (2) the excess, if any, of the per share price over the Warrant Price, without interest and subject to any applicable withholding or other similar taxes required by applicable law. For more information, see the section of the accompanying proxy statement captioned “The Merger Agreement — Conversion of Shares — Warrants.”

Even if you plan to virtually attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you virtually attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

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If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 821-8781
Banks and Brokers may call collect: (212) 269-5550
Email: EMBK@dfking.com

On behalf the Embark Board, thank you for your support.

Very truly yours,

	/s/ Alex Rodrigues Alex Rodrigues			/s/ Penelope Herscher Penelope Herscher
	Chief Executive Officer and Director			Chairperson of the Board of Directors

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EMBARK TECHNOLOGY, INC.
321 ALABAMA STREET
SAN FRANCISCO, CALIFORNIA 94110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 17, 2023

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “special meeting”) of Embark Technology, Inc., a Delaware corporation (“Embark”), will be held on July 17, 2023, at 9:00 a.m., Pacific Time, for the following purposes:

To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time) dated as of May 25, 2023, among Applied Intuition, Inc. (“Applied”), Azara Merger Sub, Inc. (“Merger Sub”) and Embark (the “merger agreement”), pursuant to which Merger Sub, a wholly owned subsidiary of Applied, will merge with and into Embark (the “merger”), with Embark continuing as the surviving corporation of the merger and a wholly owned subsidiary of Applied, and approve the merger;

To consider and vote on any proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and

To transact any other business that may properly come before the special meeting.

The special meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/EMBK2023SM. You will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at 9:00 a.m., Pacific Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Embark stockholders as of the close of business on June 20, 2023 are entitled to notice of, and to vote at, the special meeting.

The Embark Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting.

Embark stockholders (including beneficial owners) who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our Class A common stock and Class B common stock (together, our “common stock”) and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, but together with interest at a rate of five percent over the Federal Reserve discount rate (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value” in lieu of receiving $2.88 per share in cash if the merger is completed, as determined in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”). To do so, an Embark stockholder or beneficial owner must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, including Section 262 thereof, which requirements are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must also be satisfied. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, and may be accessed without subscription or cost, which is incorporated herein by reference at: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

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Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

By Order of the Board of Directors,

/s/ Alex Rodrigues

Alex Rodrigues

Chief Executive Officer and Director
Dated: June 26, 2023
San Francisco, California

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EMBARK TECHNOLOGY, INC.

PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 17, 2023

This proxy statement is dated June 26, 2023 and, together with the enclosed form of proxy card,
is first being sent to stockholders on or about June 26, 2023.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

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	TRANSACTION SUMMARY					1
	Introduction					1
	Parties Involved in the Merger					1
	Effect of the Merger					2
	Per Share Price					2
	The Special Meeting					3
	Recommendation of the Embark Board; Reasons for the Merger					4
	Opinion of Houlihan Lokey to the Transaction Committee					5
	Treatment of Equity Awards in the Merger					5
	Interests of Embark’s Directors and Executive Officers in the Merger					6
	Appraisal Rights					7
	The Voting and Support Agreements					7
	Material U.S. Federal Income Tax Consequences of the Merger					8
	Restrictions on Solicitation of Other Acquisition Offers					8
	Change in the Embark Board’s Recommendation					9
	Closing Timeline of the Merger					10
	Conditions to the Closing of the Merger					10
	Termination of the Merger Agreement					11
	Termination Fees and Remedies					12
	Delisting and Deregistration of Our Class A Common Stock and Embark Warrants					12
	Effect on Embark if the Merger is Not Completed					13
	No Regulatory Approvals					13
	Litigation Relating to the Merger					13
	QUESTIONS AND ANSWERS					14
	FORWARD-LOOKING STATEMENTS					23
	THE SPECIAL MEETING					25
	Date, Time and Place					25
	Purpose of the Special Meeting					25
	Attending the Special Meeting					25
	Record Date; Shares Entitled to Vote; Quorum					25
	Vote Required; Abstentions and Broker Non-Votes					25
	Shares Held by Embark’s Directors and Executive Officers					26
	Voting of Proxies					26
	Revocability of Proxies					27
	The Embark Board’s Recommendation					27
	Adjournment					28
	Solicitation of Proxies					28
	Anticipated Date of Completion of the Merger					28
	Appraisal Rights					28
	Other Matters					29
	Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 17, 2023					29

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	Householding of Special Meeting Materials					29
	Questions and Additional Information					30
	THE MERGER					31
	Parties Involved in the Merger					31
	Effect of the Merger					31
	Effect on Embark if the Merger is Not Completed					32
	Per Share Price					32
	Background of the Merger					33
	Recommendation of the Embark Board; Reasons for the Merger					47
	Opinion of Houlihan Lokey to the Transaction Committee					51
	Embark Liquidation Analysis					56
	Interests of Embark’s Directors and Executive Officers in the Merger					59
	Closing and Effective Time of the Merger					62
	Appraisal Rights					63
	Accounting Treatment					67
	Material U.S. Federal Income Tax Consequences of the Merger					68
	The Voting and Support Agreements					70
	Delisting and Deregistration of Our Class A Common Stock and Embark Warrants					71
	No Regulatory Approvals					71
	Additional Transactions					71
	Litigation Relating to the Merger					71
	PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER					72
	PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING					73
	THE MERGER AGREEMENT					74
	Closing and Effective Time of the Merger					74
	Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers					75
	Conversion of Shares					75
	Paying Agent, Exchange Fund and Exchange and Payment Procedures					76
	Representations and Warranties					77
	Conduct of Business Pending the Merger					80
	Restrictions on Solicitation of Other Acquisition Offers					83
	The Embark Board’s Recommendation					85
	Board Recommendation Change					85
	Stockholder Meeting					88
	Efforts to Close the Merger					88
	Indemnification and Insurance					89
	Conditions to the Closing of the Merger					90
	Termination of the Merger Agreement					91
	Termination Fees and Remedies					92
	Fees and Expenses					93
	No Third Party Beneficiaries					93
	Assignment					93
	Amendment and Waiver					94

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	Governing Law and Venue					94
	Waiver of Jury Trial					94
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					95
	FUTURE STOCKHOLDER PROPOSALS					98
	WHERE YOU CAN FIND MORE INFORMATION					99
	MISCELLANEOUS					100
	ANNEX A – Agreement and Plan of Merger					A-1
	ANNEX B – Opinion of Houlihan Lokey					B-1
	ANNEX C – Founder Voting and Support Agreement					C-1
	ANNEX D – Major Stockholder Voting and Support Agreement					D-1

iii

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IMPORTANT INFORMATION

Even if you plan to attend the special meeting, we encourage you to submit your proxy as promptly as possible: (1) over the internet; (2) by telephone; or (3) by signing, dating and returning the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must provide a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

We encourage you to read the accompanying proxy statement and its annexes carefully and in their entirety. You may also obtain additional information about Embark from documents we have filed with the Securities and Exchange Commission. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 821-8781
Banks and Brokers may call collect: (212) 269-5550
Email: EMBK@dfking.com

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TRANSACTION SUMMARY

Except as otherwise specifically noted in this proxy statement, the “Company,” “Embark,” “we,” “our,” “us” and similar words refer to Embark Technology, Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, the “Embark Board” refers to Embark’s Board of Directors. Throughout this proxy statement, we refer to Applied Intuition, Inc. as “Applied” and Azara Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger (as it may be amended from time to time), dated May 25, 2023, among Embark, Applied and Merger Sub as the “merger agreement.”

This summary highlights selected information from this proxy statement related to the proposed merger of Merger Sub (a wholly owned subsidiary of Applied) with and into Embark, with Embark surviving and continuing as a wholly owned subsidiary of Applied. We refer to that transaction as the “merger.”

This proxy statement may not contain all of the information that is important to you. To understand the merger more fully and for a complete description of its legal terms, you should carefully read this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain such information without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.” A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, carefully and in its entirety.

Introduction

On May 25, 2023, Embark entered into the merger agreement with Applied and Merger Sub, pursuant to which Merger Sub will merge with and into Embark, with Embark continuing as the surviving corporation of the merger and a wholly owned subsidiary of Applied. If the merger is completed, each outstanding share of our Class A common stock and Class B common stock (together, our “common stock”) (subject to certain exceptions) will be converted into the right to receive $2.88 per share in cash. This proxy statement provides information regarding that transaction.

The Embark Board formed a Transaction Committee of the Embark Board comprised solely of independent and disinterested directors (the “Transaction Committee”) to (1) consider, evaluate, review and negotiate any potential acquisition of Embark and to take such other actions with respect to any acquisition of Embark that the Transaction Committee deemed necessary, appropriate or advisable, (2) determine whether any acquisition of Embark is in the best interest of Embark and maximizes value for Embark’s stockholders, and (3) if applicable, recommend to the Embark Board what action, if any, should be taken by Embark with respect to any acquisition of Embark. As more fully described below, the Transaction Committee evaluated the merger with the assistance of its financial and legal advisors. At the conclusion of its review, the Transaction Committee, among other things, unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement, (2) approved, adopted and declared advisable the merger agreement and the merger, and (3) recommended that the Embark Board approve and adopt the merger agreement and approve the merger.

Parties Involved in the Merger

Embark Technology, Inc.

Embark develops technologically advanced autonomous driving technology for the truck freight industry designed to interoperate with a broad range of truck OEM platforms, with the intention of forgoing complicated and logistically challenging truck building or hardware manufacturing operations in favor of focusing on a superior driving technology.

Our Class A common stock and warrants to purchase shares of our Class A common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “EMBK” and “EMBKW,” respectively. Our corporate offices are located at 321 Alabama Street, San Francisco, California 94110, and our telephone number is (415) 671-9628.

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Applied Intuition, Inc.

Applied’s mission is to accelerate the world’s adoption of safe and intelligent machines. The company provides software solutions to safely develop, test, and deploy autonomous systems at scale. Applied’s suite of simulation and data management software, modules, and services enables product and engineering teams to develop all components of an autonomous system, leverage virtual and real-world test methods effectively, and verify and validate their system end-to-end. Headquartered in Silicon Valley with offices in Detroit, Washington, D.C., Munich, Stockholm, Seoul, and Tokyo, Applied consists of software, robotics, and automotive experts with experience from the top global companies. Leading autonomy programs and 17 of the top 20 global automotive OEMs use Applied’s solutions to bring autonomy to market faster.

Applied was incorporated under the laws of the State of Delaware on July 27, 2017. The principal business office of Applied is located at 145 E. Dana Street, Mountain View, California 94041 and Applied’s telephone number is (650) 385-8897. Applied’s website is https://www.appliedintuition.com/. The content of Applied’s website and information accessible through the website does not form part of this proxy statement.

Azara Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Applied and was formed on May 11, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Embark will continue as the surviving corporation.

Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the effective time of the merger: (1) Merger Sub will merge with and into Embark; (2) the separate existence of Merger Sub will cease; and (3) Embark will continue as the surviving corporation in the merger and as a wholly owned subsidiary of Applied. Throughout this proxy statement, we use the term “surviving corporation” to refer to Embark as the surviving corporation following the merger.

As a result of the merger, Embark will cease to be a publicly traded company. If the merger is completed, you will not own any shares of capital stock or warrants of the surviving corporation.

The time at which the merger becomes effective (the “effective time of the merger”) will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Embark, Applied and Merger Sub may agree and specify in the certificate of merger).

Per Share Price

At the effective time of the merger, each outstanding share of our common stock (subject to certain exceptions) will be cancelled and extinguished and automatically converted into the right to receive $2.88 in cash, without interest and subject to any applicable withholding taxes. We refer to this amount as the “per share price.” For more information, see the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares.”

In connection with execution of the merger agreement, Embark and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “warrant amendment”) to the Warrant Agreement, dated January 12, 2021, as amended (the “warrant agreement”). The warrant amendment provides that, upon the completion of the merger, (i) the Warrant Price (as defined in the warrant agreement) will be reduced by an amount equal to the difference between (A) the Warrant Price in effect prior to such reduction minus (B) (I) the per share price minus (II) the Black-Scholes Warrant Value (as defined in the warrant amendment), and (ii) immediately following (and after giving effect to) the reduction of the Warrant Price as set forth in the immediately preceding clause (i) each outstanding warrant to purchase our common stock (an “Embark warrant”) will be automatically cancelled with no action required from Embark’s warrant holders and converted into a right to receive an amount in cash equal to the product of (1) the total

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number of shares of our common stock underlying such warrant multiplied by (2) the excess, if any, of the per share price over the Warrant Price, without interest and subject to any applicable withholding or other similar taxes required by applicable law. For more information, see the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares — Warrants.”

Prior to the closing of the merger, Applied will designate Continental as paying agent to make payments of the allocable portions of the merger consideration to which our stockholders and warrant holders are entitled under the merger agreement. At or prior to the closing of the merger, Applied will deposit (or cause to be deposited) with Continental cash constituting an amount equal to the aggregate merger consideration in accordance with the merger agreement. Once a stockholder or warrant holder has provided Continental with any documentation required by the merger agreement or Continental, Continental will pay such stockholder or warrant holder the appropriate portion of the aggregate merger consideration (subject to any applicable withholding taxes) in exchange for the shares of our common stock held by that stockholder or Embark warrants held by that warrant holder, as applicable. For more information, see the section of this proxy statement captioned “The Merger Agreement — Paying Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, you will have the right to receive the per share price for each share of our common stock and applicable portion of the merger consideration for each outstanding and unexercised Embark warrant that you own, but you will no longer have any rights as a stockholder of Embark (except that any person who properly and validly exercises and perfects, and does not validly withdraw or otherwise lose, such person’s appraisal rights under the DGCL will have the right to receive a payment for the “fair value” of such person’s shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described in the section of this proxy statement captioned “The Merger — Appraisal Rights”) or as a warrant holder of Embark.

The Special Meeting

Date, Time and Place

A special meeting of our stockholders will be held on July 17, 2023, at 9:00 a.m., Pacific Time. You may attend the special meeting via a live interactive webcast at www.virtualshareholdermeeting.com/EMBK2023SM. We refer to the special meeting, and any adjournment, postponement or other delay of the special meeting, as the “special meeting.” You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and Embark.

Purpose

At the special meeting, we will ask stockholders to vote on proposals to: (1) adopt the merger agreement and approve the merger; and (2) adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of our common stock as of the close of business on June 20, 2023 (the “record date”). For each share of our Class A common stock that you owned as of the close of business on the record date, you will have one vote on each matter submitted for a vote at the special meeting. For each share of our Class B common stock that you owned as of the close of business on the record date, you will have 10 votes on each matter submitted for a vote at the special meeting.

Quorum

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majority of the voting power of our common stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum.

Required Vote

The proposals to be voted on at the special meeting require the following votes:

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Proposal 1: Approval of the proposal to adopt the merger agreement and approve the merger requires the affirmative vote of the holders of a majority of the voting power represented by our common stock that are outstanding and entitled to vote thereon at the special meeting, voting together as a single class.

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Proposal 2: Approval of the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting requires the affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

Voting and Proxies

Any stockholder of record entitled to vote at the special meeting may vote in any of the following ways:

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by proxy, by returning a signed and dated proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience);

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by proxy, by granting a proxy electronically over the internet or by telephone (using the instructions found on the proxy card); or

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by attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by (1) signing another proxy card with a later date and returning it prior to the special meeting; (2) submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) attending the special meeting and voting at the special meeting.

If you are a beneficial owner and hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of our common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters, but not on non-routine matters. The proposals to be considered at the special meeting are all non-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Recommendation of the Embark Board; Reasons for the Merger

The Transaction Committee, after considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Embark Board; Reasons for the Merger,” unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement, (2) approved, adopted and declared advisable the merger agreement and the merger, and (3) recommended that the Embark Board approve and adopt the merger agreement and the merger.

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The Embark Board, upon the unanimous recommendation of the Transaction Committee and after considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Embark Board; Reasons for the Merger,” unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement, the performance by Embark of its covenants and other obligations under the merger agreement, and the consummation of the merger on the terms and conditions set forth in the merger agreement.

Opinion of Houlihan Lokey to the Transaction Committee

On May 24, 2023, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) orally rendered its opinion to the Transaction Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Transaction Committee, dated May 24, 2023) as to, as of such date, the fairness, from a financial point of view, to the holders of shares of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Transaction Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of shares of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement, and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Transaction Committee, the Embark Board, Embark, any security holder or any other person as to how to act or vote with respect to any matter relating to the merger or otherwise. For more information, see the section of this proxy statement captioned “The Merger — Opinion of Houlihan Lokey to the Transaction Committee.”

Treatment of Equity Awards in the Merger

The merger agreement provides that Embark’s equity awards that are outstanding immediately prior to the effective time of the merger will be treated in the following manner in connection with the merger. For more information, see the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares.” We refer to awards of restricted stock units that are subject solely to service-based vesting as “Embark RSUs,” and Embark RSUs subject to performance-based vesting as “Embark PSUs”. We refer to awards of stock options to purchase shares of our common stock as “Embark options.”

Treatment of Embark RSUs and Embark PSUs

At the effective time of the merger, each vested Embark RSU that is outstanding and is vested by its terms, including any Embark RSU accelerated in connection with the merger (each a “vested Embark RSU”) will be cancelled and converted into the right to receive, without interest, an amount in cash equal to (1) the total number of shares of our common stock underlying each such vested Embark RSU, multiplied by (2) the per share price, subject to reduction for any applicable withholding or other taxes required by applicable law.

At the effective time of the merger, each unvested Embark RSU (each an “unvested Embark RSU”) will be cancelled for no consideration.

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At the effective time of the merger, each Embark PSU that is outstanding will be cancelled for no consideration. No Embark PSUs will vest in connection with the merger.

Treatment of Embark Options

At the effective time of the merger, each vested Embark option outstanding and unexercised as of immediately prior to the effective time of the merger, and with respect to which the exercise price is less than the per share price (each, a “vested in-the-money Embark option”), will be cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the total number of shares of our common stock underlying such vested in-the-money Embark option multiplied by (2) the excess, if any, of the per share price over the per-share exercise price of such vested in-the-money Embark option, subject to reduction for any applicable withholding or other taxes required by applicable law.

At the effective time of the merger, each Embark option that is not a vested in-the-money Embark option will be cancelled for no consideration.

Interests of Embark’s Directors and Executive Officers in the Merger

When considering the recommendation of the Transaction Committee that the Embark Board approve and adopt the merger agreement and approve the merger and the recommendation of the Embark Board that you vote to approve the proposal to adopt the merger agreement and approve the merger, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. In (1) evaluating and negotiating the merger agreement, (2) approving the merger agreement and the merger and (3) (a) unanimously recommending that the Embark Board approve and adopt the merger agreement, in the case of the Transaction Committee, and (b) unanimously recommending that the merger agreement be adopted, and the merger approved by our stockholders, in the case of the Embark Board, the Transaction Committee and the Embark Board were aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

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For our non-employee directors, the treatment of their Embark equity-based awards, as described in more detail in the section of this proxy statement captioned “The Merger — Interests of Embark’s Directors and Executive Officers in the Merger,” including 100% acceleration of their outstanding equity awards granted pursuant to our Non-Employee Director Compensation Policy.

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For our executive officers, the treatment of their Embark equity-based awards, as described in more detail in the section of this proxy statement captioned “The Merger — Interests of Embark’s Directors and Executive Officers in the Merger.”

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The entitlement of each of our executive officers to receive payments and benefits pursuant to letter agreements between us and such executive officers, if the executive officer’s employment is terminated by Embark without “cause” or due to his or her resignation for “good reason.”

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For each of our executive officers, these payments and benefits include:(i) an amount payable in a lump sum within 60 days following his or her termination equal to the sum of (A) 6 months of his annual base salary in effect as of the date of his termination of employment and (B) 50 percent of his or her annual target cash bonus, and (ii) subject to his timely and effective enrollment, company-paid continuation coverage under our group health plans for a period of 6 months.

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Additionally, Siddhartha Venkatesan will be eligible for the following retention bonuses, subject to his continued service through the applicable date:

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$30,000, subject to his continued service through May 31, 2023;

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$30,000, subject to his continued service through June 30, 2023;

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$30,000, subject to his continued service through July 31, 2023; and

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$250,000, subject to his continued service through filing of the definitive proxy statement soliciting a stockholder vote for the merger, provided that such date occurs on or prior to December 31, 2023.

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For Mr. Venkatesan, the acceleration of his award of RSUs granted on June 28, 2021, as approved by the Embark Board.

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The continued indemnification and insurance coverage for our directors and executive officers from the surviving corporation and Applied under the terms of the merger agreement.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of our common stock) who (1) do not vote in favor of the adoption of the merger agreement, (2) continuously hold of record or own beneficially their applicable shares of our common stock through the effective time of the merger, (3) properly demand appraisal of their applicable shares, (4) meet certain statutory requirements described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL (“Section 262”) if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to persons seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (1) submit a written demand for appraisal to Embark before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Embark unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262. Pursuant to Subsection (d)(1) of Section 262, this proxy statement is to include either a copy of Section 262 or information directing the stockholders to a publicly available electronic copy of Section 262 available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Voting and Support Agreements

On May 25, 2023, in connection with the execution of the merger agreement, (1) Alex Rodrigues and Brandon Moak, solely in their capacity as stockholders of Embark, entered into a voting and support agreement with Embark and Applied (the “founder voting and support agreement”). In addition, on May 25, 2023, in connection with the execution of the merger agreement, affiliates of Sequoia Capital (Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., Sequoia Capital

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U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P. and Sequoia Capital U.S. Venture XV Principals Fund, L.P.), one of Embark’s major investors, entered into a voting and support agreement with Embark and Applied (the “major stockholder voting and support agreement” and, together with the founder voting and support agreement, the “voting and support agreements”).

Under the voting and support agreements, the stockholders party thereto have agreed to vote their shares of our common stock in favor of the adoption of the merger agreement, to not transfer their shares of our common stock, subject to certain exceptions, and certain other matters. The voting and support agreements terminate in certain circumstances, including upon the valid termination of the merger agreement in accordance with its terms.

The stockholders that signed the voting and support agreements represent approximately 73 percent of our outstanding voting power based on the number of shares of our common stock outstanding as of May 23, 2023 and as of the record date. For more information, see the section of this proxy statement captioned “The Merger — The Voting and Support Agreements.”

Material U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in the section of this proxy statement captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of our common stock in the merger will be a taxable transaction and generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder (as defined in the section of this proxy statement captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax. The Merger could be a taxable transaction to such Non-U.S. Holder under non-U.S. tax laws applicable to such holder.

For more information, see the section of this proxy statement captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.” Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any territory, state, local or non-U.S. tax jurisdiction.

Restrictions on Solicitation of Other Acquisition Offers

Under the merger agreement, during the period commencing on the date of the merger agreement and continuing until the earlier of the effective time of the merger or the date, if any, of termination of the merger agreement, Embark has agreed that it will, and will cause its subsidiaries to, and will instruct its legal advisors and financial advisors to, cease and cause to be terminated any discussions or negotiations with, cease providing any further non-public information with respect to Embark or its subsidiaries to, and terminate all access granted to any physical or electronic data room (or other access to diligence) to, any person and its affiliates or representatives that relates to, or that would reasonably be expected to lead to, an acquisition proposal.

Subject to certain exceptions, Embark has agreed that, during the same period, it and its subsidiaries will not, and they will instruct their respective directors, executive officers and other representatives not to, and will not authorize or knowingly permit such persons to, directly or indirectly:

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solicit, initiate, or propose the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

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furnish to any person (other than to Applied and its affiliates and their respective representatives) any non-public information relating to Embark or its subsidiaries or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Embark or its subsidiaries (other than Applied and its affiliates and their respective representatives), in any such case in connection with any acquisition proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

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participate or engage in, or knowingly facilitate, discussions or negotiations with any person with respect to an acquisition proposal or with respect to any inquiries from any person relating to the making of an acquisition proposal (other than informing such persons of the non-solicitation provisions contained in the merger agreement and contacting the person making the acquisition proposal to the extent necessary to clarify the terms of the acquisition proposal);

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approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

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enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition transaction, other than confidentiality agreements executed, delivered and effective after May 25, 2023 containing provisions that require any counterparty thereto (and any of its representatives) that receives material non-public information of Embark or its subsidiaries to keep such information confidential on terms at least as restrictive as the confidentiality agreement between Applied and Embark; or

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authorize, propose or commit to do any of the foregoing.

For more information, see the section of this proxy statement captioned “The Merger Agreement — Restrictions on Solicitation of Other Acquisition Offers.”

Change in the Embark Board’s Recommendation

Under the merger agreement, the Embark Board will not, among other things, (1) withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the Embark Board recommendation that stockholders vote “FOR” the proposal to adopt the merger agreement and approve the merger in a manner adverse to Applied in any material respect, (2) adopt, approve, endorse, recommend or otherwise declare advisable any competing proposal, (3) fail to publicly reaffirm the Embark Board recommendation within 10 business days after Applied requests in writing (or, if the special meeting is scheduled to be held within 10 business days, then within one business day after Applied so requests in writing); provided, that Applied makes such request only after a material development has occurred that Applied believes, in good faith, has created uncertainty as to the position of the Embark Board or whether the requisite approval of the Embark stockholders will be obtained, (4) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer, other than a recommendation against such offer or a “stop, look and listen” communication by the Embark Board (or a committee thereof) to stockholders pursuant to Rule 14d-9(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), or (5) fail to include the Embark Board recommendation in the proxy statement(the actions described in (1) through (5), collectively, an “Embark Board recommendation change”); provided that the Embark Board may effect an Embark Board recommendation change or authorize Embark to terminate the merger agreement to enter into an agreement with respect to a competing proposal if (a) the Embark Board (or a committee of the Embark Board) determines in good faith, after consultation with its outside legal counsel, that the competing proposal constitutes a superior proposal, (b) the Embark Board (or a committee of the Embark Board) determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would likely be inconsistent with its fiduciary duties pursuant to applicable law, and (c) Embark and its subsidiaries and their respective representatives have complied in all material respects with the non-solicitation and other terms of the merger agreement. If Embark or Applied terminates the merger agreement under certain circumstances, including, with respect to a termination by Applied, because of an Embark Board recommendation change, then Embark must pay to Applied a termination fee. For more information, see the sections of this proxy statement captioned “The Merger Agreement — The Embark Board’s Recommendation” and “— Board Recommendation Change.”

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Closing Timeline of the Merger

Unless otherwise agreed by Applied and Embark, the closing of the merger will take place as promptly as practicable (and in no event later than the second business day) after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), but, in no case (unless otherwise agreed by Applied and Embark) will the closing occur before the earlier of (i) August 4, 2023 and (ii) the date on which the United States District Court (the “District Court”) for the Northern District of California presiding over the legal proceeding captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC enters an order approving Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023.

For more information, please see the sections of this proxy statement captioned “The Merger Agreement — Closing and Effective Time of the Merger;” and “The Merger Agreement — Conditions to the Closing of the Merger.”

Conditions to the Closing of the Merger

The obligations of Applied, Merger Sub and Embark to consummate the merger are subject to the satisfaction or waiver of certain conditions, including the following:

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the adoption of the merger agreement and approval of the merger by the requisite affirmative vote of Embark’s stockholders; and

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the absence of any then-effective law or order enacted, issued, promulgated, entered, enforced or deemed applicable by any governmental authority in any competent jurisdictions which has the effect of making the merger illegal or otherwise prohibiting or preventing consummation of the merger.

The obligations of Applied and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following additional conditions, any of which may be waived by Applied:

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other than the representations and warranties described in the following two bullet points, the accuracy of the representations and warranties of Embark, as of the date of the merger agreement, the date of the closing of the merger or the date in respect of which such representation or warranty was specifically made, except for such failures to be true and correct that would not have a Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement — Representations and Warranties”);

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the accuracy of the representations and warranties of Embark relating to organization and qualification, corporate power and authority, brokers fees, and opinion of financial advisor, as of the date of the merger agreement, the date of the closing of the merger or the date in respect of which such representation or warranty was specifically made in all material respects;

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the accuracy of the representations and warranties of Embark relating to capitalization, as of the date of the merger agreement, the date of the closing of the merger or the date in respect of which such representation or warranty was specifically made, except for de minimis inaccuracies;

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Embark having performed and complied in all material respects with the obligations required by the merger agreement to be performed or complied with by it on or prior to the closing of the merger;

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the absence of any Company Material Adverse Effect (as defined in the merger agreement) having occurred following the execution of the merger agreement that is continuing; and

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receipt by Applied and Merger Sub of a certificate of an officer of Embark certifying that certain conditions set forth in the merger agreement have been satisfied.

The obligation of Embark to consummate the merger is subject to the satisfaction or waiver of each of the following additional conditions, any of which may be waived by Embark:

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the accuracy of the representations and warranties of Applied and Merger Sub in the merger agreement, subject to applicable materiality or other qualifiers, as of the date of the merger agreement, the date of closing of the merger or the date in respect of which such representation or warranty was specifically made;

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Applied and Merger Sub having performed and complied in all material respects with the covenants and obligations required by the merger agreement to be performed or complied with by Applied or Merger Sub on or prior to the closing of the merger; and

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receipt by Embark of a certificate of an officer of Applied and Merger Sub certifying that certain conditions set forth in the merger agreement have been satisfied.

For more information, see the section of this proxy statement captioned “The Merger Agreement — Conditions to the Closing of the Merger.”

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement and approval of the merger by our stockholders (except as otherwise provided in the merger agreement), in the following ways:

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by mutual written agreement of Embark and Applied;

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by either Embark or Applied if:

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prior to the consummation of the merger, any order issued by any governmental authority of competent jurisdiction is in effect that permanently prohibits, makes illegal or enjoins the consummation of the merger and has become final and non-appealable, except that the right to terminate the merger pursuant to this provision will not be available to any party whose action or failure to act (which action or failure to act constitutes a breach by such party of the merger agreement) has been a principal cause of, or resulted in, such order (or such order becoming final and non-appealable);

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prior to the consummation of the merger, any law shall have been enacted, entered, enforced or deemed applicable to the merger that permanently prohibits, makes illegal or enjoins the consummation of the merger;

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the merger has not been consummated by 11:59 p.m. (prevailing pacific time) on August 23, 2023, subject to an automatic extension to November 21, 2023, if

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Embark has not filed a definitive proxy statement relating to the special meeting with the SEC on or before June 23, 2023,

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the SEC comments on this preliminary proxy statement, or

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a governmental authority commences a legal proceeding to obtain an order prohibiting the merger, making the merger illegal or enjoining the consummation of the merger (the “outside date termination”); or

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prior to the consummation of the merger, Embark fails to obtain the requisite stockholder approval at the special meeting (or any adjournment or postponement thereof) at which a vote is taken on the merger (the “stockholder vote-down termination”).

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by Embark if:

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subject to a 30-day cure period, Applied or Merger Sub has breached or failed to perform any of their respective representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure would give rise to the failure of relevant conditions to effect the consummation of the merger; or

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prior to Embark’s stockholders’ adoption of the merger agreement and approval of the merger:

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Embark receives a superior proposal,

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the Embark Board authorizes Embark to enter into a definition acquisition agreement to consummate the transaction contemplated by the superior proposal,

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Embark has complied in all material respects with its covenants in Section 5.2 of the merger agreement with respect to such superior proposal, and

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concurrently with the termination of the merger agreement, Embark enters into an acquisition agreement to consummate the transaction contemplated by the superior proposal and pays Applied any termination fees due under the merger agreement.

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by Applied if:

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subject to a 30-day cure period, Embark has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure would give rise to the failure of relevant conditions to effect the consummation of the merger (the “Embark breach termination”);

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the Embark Board changes its recommendation that Embark’s stockholders vote “FOR” the proposal to adopt the merger agreement and approve the merger;

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Embark has committed a willful breach of its non-solicitation or negotiation covenant of the merger agreement; or

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on or prior to August 4, 2023, the District Court presiding over the legal proceeding captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC enters an order denying Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023.

For more information, see the section of this proxy statement captioned “The Merger Agreement — Termination of the Merger Agreement.”

Termination Fees and Remedies

The merger agreement contains certain termination rights for Embark and Applied as described in the immediately preceding section.

Upon valid termination of the merger agreement under specified circumstances, Embark will be required to pay a termination fee of $3,000,000. Specifically, this termination fee will be payable by Embark to Applied if:

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the merger agreement is validly terminated because of the outside date termination, the stockholder vote-down termination or the Embark breach termination, and prior to such termination, Embark publicly announces or discloses a third-party proposal for an acquisition transaction with Embark, and within one year of the termination of the agreement, either an acquisition transaction is consummated or Embark enters into a definitive agreement for such an acquisition transaction;

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the merger agreement is validly terminated by Applied if the Embark Board has made an Embark Board recommendation change or Embark has committed a willful breach of its non-solicitation or negotiation covenant of the merger agreement; or

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the merger agreement is terminated by Embark to enter into a definitive agreement with respect to a superior proposal.

Upon valid termination of the merger agreement under specified circumstances, Applied will be required to pay a termination fee of $1,000,000. Specifically, this termination fee will be payable by Applied to Embark if the merger agreement is terminated by Applied pursuant to its right to terminate the merger agreement on or prior to August 4, 2023 if the District Court presiding over the legal proceeding captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC has entered an order denying Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023. For more information, please see the section of this proxy statement captioned “The Merger — Termination Fees and Remedies.”

Delisting and Deregistration of Our Class A Common Stock and Embark Warrants

If the merger is completed, our Class A common stock and the Embark warrants will no longer be traded on Nasdaq and will be deregistered under the Exchange Act. We will no longer be required to file periodic reports, current reports and proxy and information statements with the Securities and Exchange Commission (the “SEC”) on account of our Class A common stock and Embark warrants.

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Effect on Embark if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, (i) our stockholders will not receive any payment for their shares of our common stock in connection with the merger, (ii) holders of vested in-the-money Embark options will not receive any payment in respect of such options in connection with the merger, (iii) holders of vested Embark RSUs will not receive any payment in respect of such RSUs in connection with the merger, and (iv) holders of Embark warrants will not receive any payment in respect thereof in connection with the merger. Instead: (1) Embark will remain an independent public company and the Embark Board will continue to evaluate a range of potential strategic alternatives, including, without limitation, exploring alternative uses of our assets to commercialize our technology, additional sources of financing and a potential dissolution or winding up of Embark and liquidation of our assets; (2) our Class A common stock and Embark warrants will continue to be listed and traded on Nasdaq and our Class A common stock will continue to be and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, there can be no assurance as to the price at which our Class A common stock may trade, and the price of our Class A common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Embark Board will continue to evaluate and review, among other things, Embark’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Embark’s business, prospects or results of operations may be adversely impacted.

In certain specified circumstances in which the merger agreement is terminated, Applied has agreed to pay Embark a reverse termination fee. Similarly, in certain specified circumstances in which the merger agreement is terminated, Embark has agreed to pay Applied (or its designee) a termination fee.

No Regulatory Approvals

The consummation of the merger and the other transactions contemplated by the merger agreement are not conditioned upon the receipt of any U.S. federal or state or ex-U.S. regulatory requirements or approvals.

Litigation Relating to the Merger

As of the date of this proxy statement, one complaint has been filed by a purported Embark stockholder against Embark and the members of the Embark Board seeking to enjoin Embark from proceeding with the special meeting and other relief. The complaint asserts claims against the defendants who are members of the Embark Board for breach of fiduciary duties of the Embark Board. Embark believes that the claims are without merit. For a more detailed description of the litigation relating to the merger, see the section of this proxy statement captioned “The Merger — Litigation Relating to the Merger”.

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain such information without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

Why am I receiving these materials?

On May 25, 2023, Embark entered into the merger agreement. Under the merger agreement, Applied will acquire Embark and our stockholders will be entitled to receive $2.88 in cash for each share of our common stock held by them. In order to complete the merger, the holders of a majority of the voting power represented by our common stock that are outstanding and entitled to vote thereon at the special meeting, voting together as a single class, as of the record date, must vote to approve the adoption of the merger agreement at the special meeting. This approval is a condition to the consummation of the merger. See the section of this proxy statement captioned “The Merger Agreement — Conditions to the Closing of the Merger.” The Embark Board is furnishing this proxy statement and form of proxy card to the holders of shares of our common stock in connection with the solicitation of proxies of our stockholders to be voted at the special meeting.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

What is the merger and what effects will it have on Embark?

The merger is the acquisition of Embark by Applied. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into Embark, with Embark continuing as the surviving corporation. As a result of the merger, Embark will become a wholly owned subsidiary of Applied, and our Class A common stock and Embark warrants will no longer be publicly traded and will be delisted from Nasdaq. In addition, our Class A common stock and Embark warrants will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

What will I receive if the merger is completed?

Upon completion of the merger, you will be entitled to receive $2.88 in cash (subject to certain exceptions), without interest, and less any applicable withholding taxes, for each share of our common stock that you own, unless you have properly exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of our common stock, you will receive $288.00 in cash in exchange for your shares of our common stock, without interest and less any applicable withholding taxes.

What will happen to Embark equity-based awards?

Generally speaking, Embark options, Embark RSUs and Embark PSUs will be treated as follows:

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At the effective time of the merger, each vested in-the-money Embark option will be cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the total number of shares of our common stock underlying such vested in-the-money Embark option multiplied by (2) the excess, if any, of the per share price over the per-share exercise price of such vested in-the-money Embark option, subject to reduction for any applicable withholding or other taxes required by applicable law.

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At the effective time of the merger, each Embark option that is not a vested in-the-money Embark option will be cancelled for no consideration.

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At the effective time of the merger, each vested Embark RSU will be cancelled and converted into the right to receive, without interest, an amount in cash equal to (1) the total number of shares of our common stock underlying each such vested Embark RSUs, multiplied by (2) the per share price, subject to reduction for any applicable withholding or other taxes required by applicable law.

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At the effective time of the merger, each unvested Embark RSU will be cancelled for no consideration.

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At the effective time of the merger, each Embark PSU that is outstanding will be cancelled for no consideration. No Embark PSUs will vest in connection with the merger.

What will happen to the Embark warrants?

In connection with execution of the merger agreement, Embark and Continental entered into the warrant amendment. The warrant amendment provides that, upon the completion of the merger, (i) the Warrant Price (as defined in the warrant agreement) will be reduced by an amount equal to the difference between (A) the Warrant Price in effect prior to such reduction minus (B) (I) the per share price minus (II) the Black-Scholes Warrant Value (as defined in the warrant amendment), and (ii) immediately following (and after giving effect to) the reduction of the Warrant Price as set forth in the immediately preceding clause (i) each outstanding Embark warrant will be automatically cancelled with no action required from Embark’s warrant holders and converted into a right to receive an amount in cash equal to the product of (1) the total number of shares of our common stock underlying such warrant multiplied by (2) the excess, if any, of the per share price over the Warrant Price, without interest and subject to any applicable withholding or other similar taxes required by applicable law. For more information, see the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares — Warrants.”

What am I being asked to vote on at the special meeting?

You are being asked to vote on the following proposals:

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Proposal 1: to adopt the merger agreement and approve the merger, pursuant to which Merger Sub will merge with and into Embark, with Embark continuing as the surviving corporation, and Embark will become a wholly owned subsidiary of Applied, and approve the merger; and

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Proposal 2: to approve the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

When and where is the special meeting?

The special meeting will take place on July 17, 2023, at 9:00 a.m., Pacific Time. You may attend the special meeting via a live interactive webcast at www.virtualshareholdermeeting.com/EMBK2023SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Who is entitled to vote at the special meeting?

All of our stockholders as of the close of business on June 20, 2023, which is the record date for the special meeting, are entitled to vote their shares of our common stock at the special meeting.

As of the close of business on the record date, there were 20,020,295 shares of our Class A common stock and 4,353,948 shares of our Class B common stock outstanding and entitled to vote at the special meeting. Each share of our Class A common stock outstanding as of the record date is entitled to one vote per share on each matter properly brought before the special meeting and each share of our Class B common stock outstanding as of the record date is entitled to 10 votes per share on each matter properly brought before the special meeting.

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What vote is required to approve the proposal to adopt the merger agreement and approve the merger?

The affirmative vote of the holders of a majority of the voting power represented by our common stock that are outstanding and entitled to vote thereon at the special meeting, voting together as a single class, is required to adopt the merger agreement and approve the merger.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and approve the merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and approve the merger. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and approve the merger.

Stockholders representing approximately 73 percent of our outstanding voting power based on the number of shares of our common stock outstanding as of May 23, 2023 and as of the record date, have agreed to vote all of their respective shares of our common stock in favor of the adoption of the merger agreement. As of the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 7,088,879 shares of our common stock, representing approximately 73 percent of the voting power of the shares of our common stock outstanding as of the record date. Our directors and executive officers have informed us that they intend to vote all of their shares of our common stock: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. All such shares of our common stock held beneficially by the stockholders subject to the voting and support agreements and our directors and officers (and any shares held by our former directors and officers) as of the record date that are voted in favor of the adoption of the merger agreement will be counted for purposes of determining whether the proposal to adopt the merger agreement has been approved. Assuming all such shares of our common stock beneficially held by stockholders subject to the voting and support agreements and our directors and officers as of the record date are voted in favor of the adoption of the merger agreement, Embark will have received the affirmative vote of approximately 73 percent of our outstanding voting power based on the number of shares of our common stock as of the record date in favor of adoption of the merger agreement. For additional information regarding beneficial ownership of our common stock, see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

What vote is required to approve the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting?

Approval of the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will not have any effect on the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except, in all cases, to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on this proposal, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will not have any effect on this proposal.

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What do I need to do now?

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the merger affects you. Then, even if you expect to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience), or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

What is the Transaction Committee, and what role did it play in evaluating the merger?

The Embark Board formed the Transaction Committee to (1) consider, evaluate, review and negotiate any potential acquisition and to take such other actions with respect to any acquisition that the Transaction Committee deemed necessary, appropriate or advisable, (2) determine whether any acquisition of Embark is in the best interest of Embark and maximizes value for Embark’s stockholders, and (3) if applicable, recommend to the Embark Board what action, if any, should be taken by Embark with respect to any acquisition of Embark . As more fully described in the section of this proxy statement captioned “The Merger — Recommendation of the Embark Board; Reasons for the Merger,” the Transaction Committee evaluated the merger, including the merger agreement, the voting and support agreements and the transactions contemplated by the merger agreement with the assistance of its financial and legal advisors. At the conclusion of its review, the Transaction Committee, among other things, unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement, (2) approved, adopted and declared advisable the merger agreement and the merger, and (3) recommended that the Embark Board approve and adopt the merger agreement and the merger. The Embark Board, acting upon the recommendation of the Transaction Committee, unanimously: (1) determined that it was in the best interests of Embark and its stockholders to enter into the merger agreement upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement by Embark and the performance by Embark of its covenants and other obligations set forth in the merger agreement.

How does the Embark Board recommend that I vote?

What happens if the merger is not completed?

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, (i) our stockholders will not receive any payment for their shares of our common stock in connection with the merger, (ii) holders of vested in-the-money Embark options will not receive any payment in respect of such options in connection with the merger, (iii) holders of vested Embark RSUs will not receive any payment in respect of such RSUs in connection with the merger, and (iv) holders of Embark warrants will not receive any payment in respect thereof in connection with the merger. Instead: (1) Embark will remain an independent public company and the Embark Board will continue to evaluate a range of potential strategic alternatives, including, without limitation, exploring alternative uses of our assets to commercialize our technology, additional sources of financing and a as potential dissolution or winding up of Embark and liquidation of its assets; (2) our Class A common stock and Embark warrants will continue to be listed and traded on Nasdaq and our Class A common stock

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will continue to be registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

In specified circumstances in which the merger agreement is terminated, Embark has agreed to pay Applied (or its designee) a termination fee. In specified circumstances in which the merger agreement is terminated, Applied has agreed to pay Embark a reverse termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement — Termination Fees and Remedies.”

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Embark. As a stockholder of record, you may attend the special meeting and vote your shares at the special meeting using the control number on the enclosed proxy card.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the special meeting only if you instruct your bank, broker or other nominee how to vote. You will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Without instruction, your shares will not be counted for the purpose of obtaining a quorum or voted on the proposals, which will have the same effect as if you voted “AGAINST” adoption of the merger agreement, but will have no effect on the proposal to approve the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent affecting the obtaining of a quorum at the meeting.

How may I vote?

If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Continental, our transfer agent), there are four ways to vote:

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by signing, dating and returning the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience);

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by visiting the internet address on your proxy card;

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by calling the toll-free (within the United States or Canada) phone number on your proxy card; or

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by attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

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Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

May I attend the special meeting and vote at the special meeting?

Yes. You may attend the special meeting via a live interactive webcast at www.virtualshareholdermeeting.com/EMBK2023SM. You will be able to listen to the special meeting live and vote online. The special meeting will begin at 9:00 a.m., Pacific Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). As the special meeting is virtual, there will be no physical meeting location.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to promptly sign, date and return the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, which will have the same effect as voting against the adoption of the merger agreement.

Why did Embark choose to hold a virtual special meeting?

The Embark Board decided to hold the special meeting virtually in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. A virtual special meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information, while saving us and our stockholders time and money. We also believe that the online tools that we have selected will increase stockholder communication. We remain very sensitive to concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication.

What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.” You may follow the instructions on the proxy card

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to designate a proxy by telephone or by the internet in the same manner as if you had signed, dated and returned a proxy card. Alex Rodrigues and Siddhartha Venkatesan, each with full power of substitution and re-substitution, have been designated as proxy holders for the special meeting by the Embark Board.

May I change my vote after I have mailed my signed and dated proxy card?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

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signing another proxy card with a later date and returning it to us prior to the special meeting;

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submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

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delivering a written notice of revocation to our Corporate Secretary; or

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attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If a stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card, with full power of substitution and re-substitution, will vote your shares in the way that you direct.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Embark Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting.

Should I send in my stock certificates now?

No. After the merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the payment agent in order to receive the appropriate cash payment for the shares of our common stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of our common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the aggregate merger consideration (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

What happens if I sell or transfer my shares of common stock after the record date but before the special meeting?

The record date for the special meeting is earlier than the date of the special meeting and the expected effective date of the merger. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Embark in writing of such special arrangements, you will transfer the right to receive the per share price with respect to such shares, if the merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the special meeting. Even if you sell or transfer

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your shares of our common stock after the record date, we encourage you to sign, date and return the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

What should I do if I receive more than one set of voting materials?

Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

Where can I find the voting results of the special meeting?

If available, Embark may announce preliminary voting results at the conclusion of the special meeting. Embark intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that Embark files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find More Information.”

Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the merger?

The exchange of our common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax. The merger could also be a taxable transaction to a Non-U.S. Holder under non-U.S. tax laws applicable to such holder.

You are urged to consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any territory, state, local or non-U.S. tax jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

When do you expect the merger to be completed?

We currently expect to complete the merger in the third calendar quarter of 2023. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

Am I entitled to appraisal rights under the DGCL?

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demand appraisal of their applicable shares, (4) meet certain statutory requirements as described in this proxy statement and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262. This means that such persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “The Merger — Appraisal Rights,” which description is qualified in its entirety by Section 262 regarding appraisal rights and is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Do any of Embark’s directors or officers have interests in the merger that may differ from those of Embark stockholders generally?

Yes. In considering the recommendation of the Transaction Committee that the Embark Board approve and adopt the merger agreement and the recommendation of the Embark Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. In: (1) evaluating and negotiating the merger agreement; (2) unanimously recommending approving the merger agreement and the merger; and (3) (a) unanimously recommending that the Embark Board approve and adopt the merger agreement, in the case of the Transaction Committee, and (b) that the merger agreement be adopted by our stockholders, in the case of the Embark Board, the Transaction Committee and the Embark Board were each aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger — Interests of Embark’s Directors and Executive Officers in the Merger.”

Who can help answer my questions?

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 821-8781
Banks and Brokers may call collect: (212) 269-5550
Email: EMBK@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the merger. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “intend,” “target,” “possible” and other words of similar import, or the negative versions of such words. Our stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described in this proxy statement, and the following factors:

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the inability to complete the merger on the terms reflected in the merger agreement, if at all, due to the failure of our stockholders to adopt the merger agreement or the failure to satisfy the other conditions to the completion of the merger;

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the occurrence of any event, change or other circumstances that could result in the merger agreement not being completed in accordance with its terms and the risk that the merger agreement may be terminated in circumstances that require us to pay a termination fee;

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the nature, cost and outcome of any legal proceedings that may be instituted against us and others related to the merger agreement;

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the fact that receipt of the all-cash per share price will be taxable to our stockholders that are treated as U.S. Holders and may be taxable to our stockholders that are treated as Non-U.S. Holders, in certain circumstances;

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the fact that, if the merger is completed, our stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of a strategy to commercialize Embark’s technology as an independent company;

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the possibility that Embark could, following the merger, engage in operational or other changes that could result in meaningful appreciation in its value;

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the possibility that Embark could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Embark’s assets to one or more as yet unknown purchasers, that could produce a higher aggregate value than that available to our stockholders in the merger;

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the possibility that if the merger agreement were terminated the Embark Board would decide to liquidate, wind up or dissolve Embark, which process would be subject to uncertainties and the possibility that there may never be a liquidating distribution made to stockholders;

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the fact that under the terms of the merger agreement, Embark is restrained from soliciting other acquisition proposals during the pendency of the merger;

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the amount of the costs, fees, expenses and charges related to the merger agreement or the merger;

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the risk that stockholder litigation in connection with the merger may result in significant costs relating to defense, indemnification and liability that Embark may bear in the event the merger is not consummated;

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the risk that the merger will not be consummated on the terms reflected in the merger agreement in a timely manner or at all, creating potential uncertainty around the transaction and exceeding the expected costs of the merger;

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the risk that our stock price may fluctuate during the pendency of the merger and may decline significantly if the merger is not completed on the terms reflected in the merger agreement, or at all; and

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risks related to obtaining the requisite stockholder approval to the merger.

Consequently, all of the forward-looking statements that we make in this proxy statement are subject to risks including: (1) the information contained under this caption; and (2) information in our most recent filings on Form 10-K and Form 10-Q, including the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto. For more information, see the section of this proxy captioned “Where You Can Find More Information.” No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on July 17, 2023, at 9:00 a.m., Pacific Time. You may attend the special meeting via a live interactive webcast at www.virtualshareholdermeeting.com/EMBK2023SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and Embark.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement and approve the merger; and (2) adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Attending the Special Meeting

The special meeting will begin at 9:00 a.m., Pacific Time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at www.virtualshareholdermeeting.com/EMBK2023SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. Such questions will be answered during the meeting, subject to time constraints. You will need the control number found on your proxy card or voting instruction form in order to submit questions.

Record Date; Shares Entitled to Vote; Quorum

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available at our corporate offices located at 321 Alabama Street, San Francisco, California 94110, during regular business hours for a period of no less than 10 days before the special meeting and on the virtual meeting website during the special meeting.

As of the record date, there were 20,020,295 shares of our Class A common stock and 4,353,948 shares of our Class B common stock outstanding and entitled to vote at the special meeting. Each share of our Class A common stock outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting and each share of our Class B common stock outstanding as of the close of business on the record date is entitled to 10 votes per share on each matter properly submitted for a vote at the special meeting.

The holders of a majority of the voting power of our common stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power represented by our common stock that are outstanding and entitled to vote thereon at the special meeting, voting together as a single class. Adoption of the merger agreement and approval of the merger by our stockholders is a condition to the closing of the merger.

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If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the merger agreement, but such abstention will have no effect on the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Embark’s Directors and Executive Officers

As of the record date, our directors and executive officers that hold shares of our common stock, in each case in their capacities as stockholders of Embark, beneficially owned and are entitled to vote, in the aggregate, 2,734,931 shares of our Class A common stock and 4,353,948 shares of our Class B common stock, representing approximately 73 percent of the voting power of all the issued and outstanding shares of our common stock as of the record date.

Our directors and executive officers have informed us that they intend to vote all of their shares of our common stock: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Certain of these individuals are contractually obligated to vote in favor of the adoption of the merger agreement pursuant to the terms and conditions of certain voting and support agreements entered into as of the date of the merger agreement. For more information, see the section of this proxy statement captioned “The Merger — The Voting and Support Agreements.”

Voting of Proxies

If you are a stockholder of record (that is, your shares are registered in your name with our transfer agent, Continental), you may vote your shares by returning a signed and dated proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have your proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone. The proxy holders will vote your shares according to your direction, based on your proxy cards or internet and telephone proxy.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted

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electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent affecting the obtaining of a quorum at the meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

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signing another proxy card with a later date and returning it to us prior to the special meeting;

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submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

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delivering a written notice of revocation to our Corporate Secretary; or

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attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

The Embark Board’s Recommendation

The Transaction Committee, after considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Embark Board; Reasons for the Merger,” unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; and (3) recommended that the Embark Board approve and adopt the merger agreement and the merger.

The Embark Board, upon the unanimous recommendation of the Transaction Committee and after considering various factors described in the section of this proxy statement captioned “The Merger —

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Recommendation of the Embark Board; Reasons for the Merger,” has unanimously: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement and the performance by Embark of its covenants and other obligations under the merger agreement and the consummation of the merger on the terms and conditions set forth in the merger agreement.

Adjournment

In addition to the proposal to adopt the merger agreement, our stockholders are also being asked to approve a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Subject to the limitations on such actions set forth in the merger agreement, the Embark Board may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

Embark, on behalf of the Embark Board, is soliciting proxies from Embark’s stockholders for the special meeting. Under applicable SEC rules and regulations, the members of the Embark Board are “participants” with respect to the solicitation of proxies in connection with the special meeting.

The expense of soliciting proxies will be borne by Embark. We have retained D.F. King & Co., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $10,000, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Appraisal Rights

If the merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, our stockholders (including beneficial owners of shares of our common stock) who (1) do not vote in favor of the adoption of the merger agreement, (2) continuously hold of record or own beneficially their applicable shares of our common stock through the effective time of the merger, (3) properly demand appraisal of their applicable shares, (4) meet certain statutory requirements described in this proxy statement and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court

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of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

To exercise appraisal rights, the stockholder of record or the beneficial owner must (1) submit a written demand for appraisal to Embark before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock of record through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Embark unless certain conditions set forth in Section 262(g) of the DGCL are satisfied by the persons seeking appraisal. The requirements under Section 262 for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference and the actual text of Section 262, the actual text of Section 262 controls.

Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 17, 2023

This proxy statement is available through the SEC’s website at www.sec.gov and on our website located at https://investors.embarktrucks.com/financials-and-filings/sec-filings. The information included on our website is not incorporated herein by reference.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card upon request. If, at any time, you no longer wish to participate in householding and would prefer to receive a

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separate set of our disclosure documents, or if you are receiving multiple copies and wish to receive only one copy, please contact us as follows:

Embark Technology, Inc.
Attention: Investor Relations
321 Alabama Street
San Francisco, California 94110
(415) 671-9628

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 821-8781
Banks and Brokers may call collect: (212) 269-5550
Email: EMBK@dfking.com

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Embark Technology, Inc.
321 Alabama Street
San Francisco, California 94110
(415) 671-9628

Applied Intuition, Inc.
145 E. Dana Street
Mountain View, CA 94041
(650) 385-8897

Applied was incorporated under the laws of the State of Delaware on July 27, 2017. The principal business office of Applied is located at 145 E. Dana Street, Mountain View, CA 94041 and Applied’s telephone number is (650) 385-8897. Applied’s website is https://www.appliedintuition.com/. The content of Applied’s website and information accessible through the website does not form part of this proxy statement.

Azara Merger Sub, Inc.
145 E. Dana Street
Mountain View, CA 94041

Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Embark; (2) the separate

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existence of Merger Sub will cease; and (3) Embark will continue as the surviving corporation in the merger and a wholly owned subsidiary of Applied.

As a result of the merger, Embark will cease to be a publicly traded company, our Class A common stock and Embark warrants will be delisted from Nasdaq and deregistered under the Exchange Act and Embark will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as we, Applied and Merger Sub may agree and specify in such certificate of merger).

Effect on Embark if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, (i) our stockholders will not receive any payment for their shares of our common stock in connection with the merger, (ii) holders of vested in-the-money Embark options will not receive any payment in respect of such options in connection with the merger, (iii) holders of vested Embark RSUs will not receive any payment in respect of such RSUs in connection with the merger, and (iv) holders of Embark warrants will not receive any payment in respect thereof in connection with the merger. Instead, (1) Embark will remain an independent public company and the Embark Board will continue to evaluate a range of potential strategic alternatives, including, without limitation, exploring alternative uses of our assets to commercialize our technology, additional sources of financing and a potential dissolution or winding up of Embark and liquidation of its assets; (2) our Class A common stock and Embark warrants will continue to be listed and traded on Nasdaq and our Class A common stock will continue to be registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (1) our management will continue to operate the business as it is currently being operated; and (2) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Embark operates and adverse economic conditions.

Per Share Price

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger:

•

each share of our common stock that is (1) held by Embark or any of its subsidiaries; (2) owned by Applied or Merger Sub; or (3) owned by any direct or indirect wholly owned subsidiary of Applied or Merger Sub as of immediately prior to the effective time of the merger will be cancelled and extinguished without any conversion thereof or consideration paid therefor;

•

each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than the shares identified in the prior bullet) and held by our stockholders who have (1) neither voted in favor of the adoption of the merger agreement and

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approval of the merger nor consented thereto in writing; and (2) properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with the DGCL (and have not validly withdrawn or subsequently lost such appraisal rights) will be entitled to the “fair value” of such shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “— Appraisal Rights”;

•

each share of our common stock that is outstanding as of immediately prior to the effective time of the merger (other than the shares identified in the prior bullets) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the per share price, without interest and subject to any applicable withholding taxes thereon and

•

pursuant to the warrant amendment, for each Embark warrant that is outstanding immediately prior to the effective time of the merger, (i) the Warrant Price (as defined in the warrant agreement) will be reduced by an amount equal to the difference between (A) the Warrant Price in effect prior to such reduction minus (B) (I) the per share price minus (II) the Black-Scholes Warrant Value (as defined in the warrant amendment), and (ii) immediately following (and after giving effect to) the reduction of the Warrant Price as set forth in the immediately preceding clause (i) each outstanding Embark warrant will be automatically cancelled with no action required from Embark’s warrant holders and converted into a right to receive an amount in cash equal to the product of (1) the total number of shares of our common stock underlying such warrant multiplied by (2) the excess, if any, of the per share price over the Warrant Price, without interest and subject to any applicable withholding or other similar taxes required by applicable law. For more information, see the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares — Warrants.”

At or prior to the closing of the merger, a sufficient amount of cash will be deposited with Continental as the designated paying agent to pay the aggregate merger consideration payable to our stockholders and warrant holders under the merger agreement. Once a stockholder or warrant holder has provided Continental with his, her or its stock or warrant certificates (or an affidavit of loss in lieu of a stock or warrant certificate) or customary agent’s message with respect to book-entry shares or warrants, appropriate letter of transmittal and other items specified by Continental, then Continental will pay such stockholder or warrant holder the appropriate portion of the aggregate merger consideration payable to such stockholder or warrant holder under the merger agreement (subject to any applicable withholding taxes). For more information, see the section of this proxy statement captioned “The Merger Agreement — Paying Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement — Conversion of Shares,” but will no longer have any rights as an Embark stockholder (except that our stockholders (including beneficial owners of shares of common stock) who properly and validly exercise and perfect, and do not validly withdraw or subsequently lose, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “The Merger — Appraisal Rights”). Further, each of our warrant holders will have the right to receive their allocable portion of the merger consideration in respect of their Embark warrants as described above, but will no longer have any rights as an Embark warrant holder.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalog every conversation of or among the Embark Board, the Transaction Committee, Applied’s board of directors, their respective representatives, or other parties.

The Embark Board regularly evaluates Embark’s strategic direction and commercialization plans, including capital raising opportunities to support its commercialization plans, refinements and other modifications to its commercialization strategy (including to identify market segments that Embark could penetrate more readily in the near term), and other strategic alternatives, all with a view towards enhancing stockholder value. As part of this evaluation, the Embark Board and Embark’s management have recognized

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the various challenges facing the autonomous vehicle trucking industry, including those due to slower-than-anticipated adoption by major original equipment manufacturers and suppliers, investor response to recently achieved commercialization milestones both at Embark and its competitors, which was less positive than anticipated, and overall market conditions, in particular those faced by pre-revenue public companies since early 2022. In light of the foregoing and other factors, in May 2022, the Embark Board began evaluating strategic alternatives, including capital raising and modifications to its commercialization strategy.

On December 9, 2022, the Embark Board met by videoconference to discuss, among other things, the previously identified challenges in both Embark’s base commercialization plan and commercialization alternatives and the Embark Board’s growing concern about the poor capital raising environment combined with Embark’s stock trading below cash on hand, and Embark’s ability to reach commercialization in the current environment. During the meeting, the Embark Board also discussed various strategic alternatives, including a sale of Embark or the potential liquidation of Embark. Following the discussion, the Embark Board directed Alex Rodrigues, the chief executive officer of Embark, to obtain information regarding recent acquisition activity in the autonomous driving industry for the Embark Board’s consideration.

On December 15, 2022, the Embark Board met by videoconference with Embark’s management and legal advisors to discuss the strategic alternatives available to Embark. Mr. Rodrigues reviewed with the Embark Board recent acquisition activity in the autonomous driving industry, as well as information regarding a number of autonomous driving companies that had failed to secure funding or a sale and were forced to shut down and liquidate. Mr. Rodrigues and the Embark Board then discussed the fact that the macroeconomic environment had continued to grow substantially more challenging since the most recent reported transaction, and that speed in executing a sale process would likely be a factor in maximizing value for stockholders. The Embark Board then discussed the benefits of forming a committee of the board to assess a potential strategic transaction, including the ability to efficiently evaluate strategic alternatives and promptly respond to proposals that might be made by third parties. Following discussion, the Embark Board created a committee of the Embark Board to oversee the day-to-day process of pursuing and evaluating potential strategic transactions for Embark (the “Strategy Committee”). The Strategy Committee was comprised of independent directors Tricia Chiodo, Pat Grady and Penelope Herscher. In addition, the Embark Board asked Mr. Rodrigues and the Strategy Committee to assess potential financial advisors that could assist in evaluating Embark’s strategic alternatives.

During the following weeks, in consultation with the Strategy Committee, Embark’s management contacted various investment banks, including Evercore, regarding a potential engagement.

On December 19, 2022, a representative of Party A contacted Mr. Rodrigues to express interest in opportunities for strategic collaboration between Embark and Party A. Subsequent discussions on this topic took place among the chief executive officer, the chief financial officer, and the chief technology officer of Party A, on the one hand, and Mr. Rodrigues and Richard Hawwa, the chief financial officer of Embark, on the other hand, on December 21, 2023 and December 22, 2023.

On December 27, 2022, Mr. Rodrigues provided an update to the Embark Board about the discussions to date with Party A and the Strategy Committee’s progress on evaluating the strategic alternatives available to Embark.

Also on December 27, 2022, Mr. Rodrigues traveled to Party A’s headquarters to meet the chief executive officer and other representatives of Party A in person and discussed a number of topics including Party A’s business and technology and Party A’s interest in further evaluating a strategic transaction with Embark.

Following preliminary discussions with representatives of Evercore, Embark formulated a broader market outreach plan to gauge market interest in a potential strategic transaction with Embark and, on December 28, 2022, Mr. Rodrigues provided the Strategy Committee a proposed outreach plan for consideration and approval and a draft of Evercore’s engagement letter for review. The Strategy Committee approved Embark’s outreach plan on December 28, 2022, following which representatives of Evercore began making inquiries to potential interested parties.

Also on December 28, 2022, Party A made a preliminary set of information requests to Embark for information to assist Party A in evaluating its ability to formulate a proposal for a strategic transaction with Embark.

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On December 29, 2022, Embark’s management, representatives of Evercore and the Strategy Committee met to review progress on the strategic alternatives process and the interest received so far. The Strategy Committee recommended that the Embark Board formally engage Evercore as its financial advisor to explore potential strategic alternatives for Embark through a first strategic transaction process that was part of the Embark Board’s overall strategic alternatives evaluation. Subsequently, the Embark Board unanimously approved the engagement of Evercore by written consent. The Evercore engagement letter was executed by Evercore and Embark on December 29, 2022.

Later on December 29, 2022, Party B contacted Mr. Rodrigues and expressed Party B’s interest in engaging in discussions regarding potential opportunities for strategic collaboration between Embark and Party B.

The first strategic transaction process took place between late December 2022 and February 2023, and included significant discussions with Party A and Party B as further described herein. Over the course of this first strategic transaction process, Embark, with the assistance of representatives of Evercore, contacted 45 strategic companies who Embark and Evercore determined were most likely to respond, including Party A and Party B, regarding a potential strategic transaction, and executed mutual nondisclosure agreements, or NDAs, with nine companies, including Party A and Party B, none of which included a standstill provision. In addition, Embark participated in management meetings and provided preliminary due diligence to nine companies, including with Party A and Party B. Embark also gave product demonstrations to three companies, including Party B. Further details regarding Embark’s discussions with Party A and Party B are provided below.

On December 30, 2022, representatives of Party A met with Embark representatives to discuss the preliminary set of information requests made by Party A on December 28, 2023.

On January 3, 2023, Mr. Rodrigues met with representatives of Party B to discuss Embark’s business, the autonomous vehicle trucking industry and Party B’s interest in pursuing a strategic transaction with Embark.

On January 4, 2023, Embark’s management met with representatives of Evercore by videoconference to (1) receive an update on Evercore’s outreach to various parties with respect to a potential strategic transaction, and (2) provide an update to Evercore on the status of Embark’s management’s discussions with Party A and Party B. Later that day, the Strategy Committee met by videoconference to receive an update from Embark’s management on Evercore’s outreach to various parties with respect to a potential strategic transaction, as well as the status of Embark’s management’s and Evercore’s discussions with Party A and Party B. Mr. Rodrigues discussed with the Strategy Committee a proposed time frame for the first strategic transaction process, and indicated that Embark’s management would request all proposals from interested parties to be delivered by the end of January 2023 in order to increase the chance for a competitive bidding environment that would yield superior economic proposals. The Embark Board and management set a goal for the first strategic transaction process to yield a list of potential parties interested in an acquisition or other strategic transaction for review by the Embark Board at its meeting scheduled for February 9, 2023.

On January 5, 2023, Mr. Rodrigues met with representatives of Party A in person to discuss potential synergies between the Embark team and Party A’s team in the event that Party A consummated an acquisition of Embark.

On January 6, 2023, representatives of Evercore had a telephone conversation with Party B and Party B’s financial advisor to discuss the process and timeline for a potential acquisition transaction.

On January 9, 2023, Mr. Rodrigues and a representative of Party A had a telephone conversation in which Party A’s representative previewed its proposal to acquire Embark in a cash transaction for $2.65 per share. Thereafter, Party A delivered to Embark a non-binding proposal for the acquisition of Embark by Party A in a cash transaction for $2.65 per share, which included a provision that certain Embark stockholders holding an aggregate of approximately 30.3% of the outstanding shares of our common stock would agree to exchange all (or substantially all) of their shares of our common stock for Party A stock in the proposed transaction (a “rollover”). In addition, the non-binding proposal stated that the transaction would be funded through debt or equity financing in addition to cash on Party A’s balance sheet. The Party A proposal

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included Party A’s assumption that the alternative to the Party A transaction was a liquidation of Embark, and the price per share in the proposal was premised on this assumption.

On January 10, 2023, representatives of Evercore and Party A’s financial advisor also held a call to discuss the terms of a Party A’s non-binding proposal.

On January 11, 2023, Mr. Rodrigues met with representatives of Party B at Party B’s offices, and, during these meetings, Party B indicated to Mr. Rodrigues that Party B was interested in executing a strategy involving robotics, transport and logistics, including a potential acquisition of a freight company, and that Party B was considering an acquisition of Embark rather than a minority investment.

On January 12, 2023, the Strategy Committee met by videoconference with Embark’s management and representatives of Evercore to discuss, among other things, Party A’s proposal, Embark’s management’s meetings with Party B, and the status of Evercore’s outreach to other potential strategic transaction partners. The Strategy Committee instructed Evercore to inform Party A that Embark would continue to discuss a potential acquisition but that Party A’s liquidation analysis of Embark, which formed the basis for Party A’s per share price proposal, was inappropriate and materially inaccurate, and the Embark Board was interested in an all-cash transaction in which all Embark stockholders would receive the same form of consideration. In addition, the Strategy Committee encouraged Embark’s management to (1) continue to take meetings with Party B and expedite the process as much as possible to meet the timeline for the first transaction process discussed at prior Strategy Committee meetings and (2) continue to take management meetings with any other interested third parties through the end of January 2023. Shortly thereafter, Evercore provided the Strategy Committee’s feedback to Party A.

On January 16, 2023, Party B provided a preliminary due diligence request list to Embark in advance of the January 18, 2023 meeting.

On January 17, 2023, representatives of Evercore had a telephone conversation with a representative of Party A’s financial advisor to further discuss Party A’s non-binding proposal.

On January 18, 2023, the Embark Board met by videoconference with Embark’s management and legal advisors, and representatives of Evercore to receive an update on the first strategic transaction process. The Embark Board discussed the status of the process, including Party A’s non-binding proposal and the status of Embark’s discussions with other potential transaction counterparties. In addition, the Embark Board discussed the criteria to be used to evaluate potential proposals with Embark’s legal advisors, including both price and certainty of closing. Following discussion, the Embark Board agreed to target a proposed end date for the first strategic transaction process of February 9, 2023, but acknowledged that this date could move as necessary to accommodate serious potential strategic partners.

In addition, on January 18, 2023, Evercore facilitated in-person meetings between Party B’s management and deal teams and Embark’s management team at Embark’s headquarters for an extensive discussion of the information requested in Party B’s due diligence requests, which covered Embark’s current business, financial condition and operations, the competitive dynamics in Embark’s industry and the regulatory environment for autonomous driving amongst other topics. Embark’s management also provided Party B’s representatives with an on-road demonstration of Embark’s autonomous driving technology.

On January 21, 2023, representatives of Embark and Party B held a follow-on due diligence session by videoconference to discuss additional information regarding Embark’s product roadmap and truck testing operations requested during the diligence meeting on January 18, 2023.

From January 21, 2023, through January 26, 2023, Embark’s and Party A’s management and representatives of Evercore held several discussions regarding the preliminary terms of a potential transaction, including Embark’s view of certain of Party A’s assumptions regarding Embark’s assets and liabilities that factored into the price offered by Party A in its non-binding proposal and the fact that the proposed equity rollover would not be acceptable. Embark communicated to Party A that it would need to improve the proposed per share price to remain in the process.

On January 25, 2023, the Strategy Committee met by videoconference with Embark’s management and representatives of Evercore to receive an update on the strategic alternative process. Mr. Rodrigues described

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his further discussions with Party A regarding its liquidation analysis of Embark and the structure of the proposed transaction. Evercore presented certain updates that Party A had made to its liquidation analysis which included certain revisions reflecting input from Embark’s management. Evercore then provided a status update on discussions with Party B, including Party B’s indication to Evercore that it remained interested in a potential transaction and that Embark would receive further input from Party B by approximately January 31, 2023. Evercore then reviewed the status of Evercore’s outreach to other potential strategic partners. The Strategy Committee then discussed the Party A proposal, including, among other things, the apparent limited ability of Party A to increase the per share price due to financing constraints and the legal and economic implications of the rollover condition. The Strategy Committee then instructed Evercore and Embark’s management to continue to provide information to Party A with the goal of improving Party A’s offer, and to work to keep Party A as an interested bidder to maintain competitive tension in the first transaction process by refraining from any hard line negotiating positions until Embark had received input from other third parties, particularly Party B.

On January 26, 2023, Mr. Rodrigues and representatives of Evercore met with Party A to discuss the terms of Party A’s proposal and encouraged Party A to increase its proposed per share price and reconsider the rollover requirement.

On January 27, 2023, Embark received a revised non-binding proposal from Party A proposing a revised price of $2.80 per share, and reconfirming that the proposal was conditioned upon certain Embark stockholders holding approximately 30.3% of the outstanding our common stock agreeing to a rollover as a critical component of the transaction. Thereafter, Mr. Rodrigues held a videoconference with the chief executive officer of Party A to discuss the terms of the revised proposal including a discussion of the adjustments Party A had made in the financial model supporting its proposal in response to the additional information provided by Embark. On the same day, Party B’s financial advisor contacted Evercore to provide an update on its views on a potential transaction between Party B and Embark.

On January 31, 2023, Embark received a non-binding proposal from Party B proposing the acquisition of Embark by Party B in an all-cash transaction for $4.50 per share, which implied Embark’s equity value to be approximately $113 million (based on Party B’s estimate of Embark’s outstanding equity), and included a summary of the anticipated closing conditions, including the requirement that certain key employees accept continued employment with Party B following the closing, and confirmation that there would be no financing closing condition. In addition, the non-binding proposal included a request for a 30-day exclusivity period and was subject to confirmatory due diligence.

On February 1, 2023, the Strategy Committee met by videoconference with Embark’s management and representatives of Evercore to discuss, among other things, the revised proposal of Party A and the proposal of Party B, as well as the status of Evercore’s outreach to other potential strategic partners. The Strategy Committee determined that Party A’s proposal was not competitive and that, given Party A’s financing constraints, was unlikely to become competitive, and instructed Evercore to negotiate with Party B to improve its offer in light of Embark’s available cash on hand and the current public trading price of Embark stock. In addition, the Strategy Committee directed Evercore to refrain from declining Party A’s proposal until Party B had had an opportunity to improve its proposal.

On February 3, 2023, a representative of Party B contacted Mr. Rodrigues and proposed increasing its offer to a $5.88 per share price. Mr. Rodrigues presented a counter proposal to further increase the offer to a $6.00 per share price. The representative of Party B noted that he was only authorized to negotiate up to a $5.88 per share price, but tentatively assented to a $6.00 per share price, pending confirmation from senior leadership at Party B. Party B representatives initially provided a revised non-binding proposal at a $5.88 per share price and, following internal confirmation, agreed in writing to update the proposed per share purchase price to $6.00 per share.

Also on February 3, 2023, the Embark Board met by videoconference with Embark’s management and representatives from Evercore and Embark’s legal advisors. The Embark Board was apprised of the discussions with Party B and the revised $6.00 per share price. The Embark Board discussed Embark’s alternatives to the proposed Party B transaction and concluded that the Party B proposal was the strongest option out of the proposals made in the first transaction process to date and authorized Embark’s management to continue negotiation with Party B and engage in confirmatory due diligence based on the $6.00 per share price.

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On February 4, 2023, Embark provided Party B’s outside law firm with a draft of a merger agreement for review in connection with the proposed acquisition transaction.

On February 5, 2023, Embark, Party B, and their respective legal and financial advisors held an organizational call to discuss the process for negotiating a definitive agreement. Later that day, Embark notified Party A that its indication of interest was not competitive and terminated discussions.

From February 6, 2023 through February 19, 2023, Embark and Party B negotiated the terms of a proposed merger agreement and engaged in a due diligence review of Embark, including a third-party litigation and financial review, with the goal of executing a definitive agreement on February 20, 2023.

On February 9, 2023, the Embark Board met by videoconference with Embark’s management and legal advisors, and representatives of Evercore to, among other things, review the status of the strategic alternative process, including the status of negotiations with Party B and the proposed terms for the negotiated definitive agreement. The Embark Board also discussed other strategic alternatives, including alternative markets for commercialization.

On February 15, 2023, the Embark Board met by videoconference with Embark’s management, and legal advisors, as well as representatives of Evercore to, among other things, review the status of the first strategic transaction process, including the status of negotiations with Party B, and discuss the fiduciary duties of the Embark Board in connection with a proposed acquisition transaction.

On February 17, 2023, the Embark Board met by videoconference with Embark’s management and its legal advisors, as well as representatives of Evercore. Embark’s legal advisor again reviewed the Embark Board’s fiduciary duties in connection with the proposed acquisition. Representatives of Evercore reviewed the first transaction process, the extent of the outreach and discussions, that the process had yielded only one other offer, the offer from Party A, and the progression of the Party B negotiations, which included two upward increases in price to reach the current price of $6.00 per share. Evercore then reviewed with the Embark Board its preliminary valuation analysis with respect to the proposed price of $6.00 per share of our common stock in the proposed transaction with Party B.

On February 19, 2023, Party B’s legal advisors contacted Embark’s legal advisors and, citing Party B’s uncertainty with respect to certain regulatory and litigation risks, stated that Party B was terminating its discussions with respect to its acquisition proposal. Mr. Rodrigues then contacted a representative of Party B who confirmed that Party B was terminating its discussions with respect to its acquisition proposal.

On February 21, 2023, the Embark Board met by videoconference with Embark’s management and legal advisors and representatives of Evercore. Mr. Rodrigues updated the Embark Board on Party B’s decision to terminate discussions regarding its acquisition proposal and discussed the reasons Party B articulated for the termination, including regulatory concerns and concerns about the pending securities litigation against Embark. Mr. Rodrigues then reviewed Embark’s cash position and, assuming the continued inability of Embark to secure a strategic transaction, the options available to Embark, which included: (1) continued stand-alone operations in an effort to achieve commercialization of Embark’s product, either on-highway under its business plan or in the alternative markets evaluated by Embark during the strategic alternatives process or (2) a winddown of Embark followed by Embark’s dissolution. Mr. Rodrigues and the Embark Board discussed, among other things, Embark’s findings with respect to the alternative paths to commercialization it had evaluated, including its assessment of addressable markets and likelihood of achieving cash flow break even on a reasonable timeframe, Embark’s cash position and the significant amount of capital Embark would need to raise to achieve commercialization in any market, and the particular difficulties of scaling back its commercialization goals as a publicly traded company. In addition, Mr. Rodrigues presented Embark management’s preliminary internal liquidation assessment. Following the discussion, the Embark Board instructed Embark’s management to prepare a presentation for the Embark Board regarding steps that Embark could take to pursue an on-highway commercialization plan with a reduction in operating expenses using Embark’s remaining cash on hand.

On February 26, 2023, the Embark Board met by videoconference with Embark’s management and legal advisors to further discuss alternative paths to commercialization using Embark’s current technology and available resources. The Embark Board discussed the importance of preserving cash on hand and directed management to develop a restructuring plan for consideration by the Embark Board.

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On March 1, 2023, the Embark Board met by videoconference with Embark’s management and legal advisors to review Embark’s alternatives in light of the termination of discussions with Party B, the continued challenges with fundraising in the current macroeconomic environment and Embark’s lack of a clear path to commercialization with its current cash on hand. The Embark Board discussed the likelihood that, if Embark was unable to execute or identify strategic alternatives, its liquidity would be negatively impacted and would, eventually, not be sufficient to fund Embark’s operations. The Embark Board then directed Embark’s management to renew the search for potential strategic alternatives, including alternative uses of the Company’s assets to commercialize its technology, additional sources of financing, as well as potential dissolution or winding up of the Company and liquidation of its assets. In addition, after considering the results of the first strategic transaction process, Embark’s current cash on hand and the significant cost of ongoing operations the Embark Board approved a restructuring plan to reduce operating costs, including a significant reduction in force, with the goal of protecting shareholder value during the pendency of the evaluation.

On March 3, 2023, Embark announced the restructuring plan after an extensive review of its organization and programs and in response to the current ongoing market headwinds. In connection with this restructuring plan, Embark reduced its workforce by approximately 230 employees, which, at the time, represented approximately 70% of its headcount, retaining the core engineering team which would be critical to maximizing stockholder value when evaluating strategic alternatives.

Following its public announcement of the reduction in workforce on March 3, 2023, Embark received unsolicited inbound inquiries from 18 companies, including an inquiry from Applied, regarding interest in a wide range of potential transactions, ranging from the purchase of a portion of the assets of Embark to a merger transaction.

During March 2023, at the direction of the Embark Board, Embark commenced a second transaction process during which representatives of Evercore contacted 40 companies who Embark and Evercore determined were the most likely prospects to ascertain their level of interest in a proposed strategic transaction, including Party A, Party B, Applied and 12 other parties that Embark had previously reached out to. During this second phase of outreach, the Embark Board instructed Evercore to inform parties that the Embark Board would consider a range of strategic transactions, though it was most interested in acquisition transactions for all of Embark’s outstanding equity. During this phase, Embark executed NDAs with an additional 11 companies, none of which included a standstill provision. Of the 20 companies under NDA, Evercore provided access to Embark’s virtual data room to 14 companies (including Applied) for purposes of conducting a due diligence review of Embark. In addition, Embark engaged in management meetings with five companies, and conducted product demonstrations for two companies, specifically Applied and Party D.

On March 5, 2023, a representative of Party D contacted Mr. Rodrigues to discuss opportunities to work together following Embark’s restructuring announcement.

On March 6, 2023, management of Embark and Applied held preliminary discussions regarding Applied’s interest in a proposed strategic transaction. Following these discussions, Mr. Rodrigues directed Evercore to engage with Applied with respect to the second transaction process.

On March 7, 2023, Mr. Rodrigues held a telephonic meeting with a representative of Party D who asked about Embark’s openness to various kinds of strategic transactions. Mr. Rodrigues agreed to follow-up with Party D after getting input from Embark’s Board.

On March 7, 2023, the Embark Board met by videoconference with Embark’s management and its outside corporate counsel and representatives of Evercore during its regularly scheduled quarterly Board meeting. As part of its review of strategic alternatives, the Embark Board reviewed a presentation given by legal counsel regarding the dissolution process in the State of Delaware and discussed the logistical steps that would be required to dissolve Embark, including the possibility of retaining a third-party consulting firm to assist in the liquidation, the calculation and setting of a reserve for potential creditors and claimants, the anticipated timeline for such a process, and the Board’s fiduciary duties in the context of this process. Following this presentation, Embark’s management discussed the inbound inquiries received since Embark’s public announcement of its reduction in force and discussed creating a special committee comprised of the independent, non-management directors on the Embark Board to review and evaluate the strategic transaction

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alternatives available to Embark. In addition, the Embark Board discussed projects that could be undertaken to make its technology easier to integrate and thus more attractive for potential acquirers interested in acquiring a subset of Embark’s technology assets. The Embark Board directed Embark’s management team to begin such work.

On March 8, 2023, Embark and Applied executed an NDA.

On March 9, 2023, representatives of Evercore held a videoconference with Party A’s financial advisor to provide an update on Embark and its renewed process to identify a strategic transaction, and to inquire if Party A would be interested in pursuing a transaction with Embark.

Also on March 9, 2023, the independent, non-management members of the Embark Board met by videoconference to review the status of Embark’s strategic alternatives process, including the first and second transaction processes. The non-management directors further discussed the appropriate ways to ensure the Embark Board’s fiduciary duties were properly met and the role of non-management directors in connection with Embark’s evaluation of strategic alternatives. The non-management directors discussed the formation of an independent committee of the Embark Board and the appropriate scope of such a committee’s authority. Representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“Wilson Sonsini”) were present and advised the non-management board members during this discussion.

On March 13, 2023, representatives of Evercore contacted Party B’s financial advisor to inquire if Party B would be interested in re-engaging with Embark in connection with its renewed process. Thereafter, Party B’s financial advisor contacted Evercore and confirmed that Party B was not interested in re-engaging with Embark.

On March 14, 2023, Mr. Hawwa held a telephonic meeting with Kevin Chu, the Head of Corporate Development of Applied, to discuss Applied’s interest in a proposed transaction, areas of diligence and next steps. Following the call, Applied was provided access to Embark’s virtual data room for purposes of Applied’s due diligence review of Embark.

On March 14, 2023, the Embark Board met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore to further discuss the status of the second transaction process. The Embark Board again discussed the formation of a committee of independent, non-employee directors, which is referred to as the Transaction Committee in this proxy statement, to independently review and evaluate potential offers for a potential sale of Embark or of all or substantially all of Embark’s assets in furtherance of Embark’s Board’s review of strategic alternatives. Following such discussion, the Embark Board approved the formation of the Transaction Committee, which consisted of Ms. Herscher (as chair), Mr. Grady, Elaine Chao, Ian Robertson, and Ms. Chiodo, and delegated to the Committee the full power and authority of the Board, to the maximum extent permitted by applicable law, to (1) consider, evaluate, review, and negotiate, any potential sale of the Company or of all or substantially all of the Company’s assets, collectively referred to as an Acquisition, and to take such other actions with respect to any Acquisition as the Committee may deem necessary, appropriate, or advisable; (2) determine whether any Acquisition is in the best interests of the Company and maximizes value for stockholders; and (3) if applicable, recommend to the Embark Board what action, if any, should be taken by Embark with respect to any Acquisition. The Embark Board further resolved that the Embark Board would not effectuate any acquisition or other alternative transaction unless and until the Transaction Committee determined that there was no acquisition available to Embark that offered greater value to the Embark stockholder. Following the resolution approving the formation of the Transaction Committee, Evercore presented an update on its outreach campaign and outlined its strategy for soliciting indications of interest.

On March 14, 2023, the Transaction Committee met by videoconference to further discuss the second transaction process with representatives of Wilson Sonsini. The Transaction Committee discussed the Transaction Committee’s fiduciary duties and approaches to resolving any conflicts of interest that may surface during the second transaction process. The Transaction Committee also discussed approaches to ensuring value maximization for stockholders in connection with any strategic transaction considered during the second transaction process. After discussing the role of Evercore in the second transaction process, the Transaction Committee concluded that retaining Evercore as the Transaction Committee’s financial advisor was in the Company’s best interest in light of Evercore’s market experience and familiarity with Embark,

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amongst other factors, and authorized Ms. Herscher, as chair of the Transaction Committee, to engage Evercore for the second transaction process and Wilson Sonsini as legal advisors of the Transaction Committee. Later that day, Evercore and Embark amended the December 29, 2022, engagement letter between Evercore and Embark to provide that Evercore would act as financial advisor to the Transaction Committee.

On March 15, 2023, representatives of Evercore had a telephone conversation with Mr. Chu to discuss a potential strategic transaction with Embark.

On March 17, 2023, Embark representatives gave a presentation to Applied representatives on the capabilities of certain aspects of Embark’s technology including a demonstration of certain features.

Also on March 17, 2023, Mr. Rodrigues met with a representative of Party D at Embark’s offices, where the parties discussed Embark’s technology and assets, synergies between the two companies, and potential alternative avenues of research or commercialization.

From March 17, 2023, through March 20, 2023, representatives of Evercore delivered process letters to the 14 companies that had been granted access to the virtual data room, stating that initial indications of interest in a proposed strategic transaction should be delivered to Evercore by March 23, 2023.

On March 20, 2023, representatives of Evercore had a telephonic meeting with Party A’s financial advisor to follow up on its March 9, 2023, outreach and ascertain Party A’s interest in a transaction with Embark. Party A’s financial advisor indicated that Party A was continuing to review the opportunity with its financial advisor in advance of the March 23, 2023, date for submitting indications of interest to Embark.

On March 22, 2023, Embark hosted a truck demonstration for Applied at Embark’s Oakland, California location, after which Embark’s management delivered a management presentation to representatives of Applied, including Peter Ludwig, Applied’s chief technology officer, which included an overview of Embark’s assets, operations, financial condition and technology.

Also on March 22, 2023, Embark hosted a truck demonstration for Party D at Embark’s Oakland, California location, after which Embark’s management delivered a management presentation to representatives of Party D. Throughout the second transaction process, Embark conducted five management presentations, including the management presentations to Applied and Party D.

On March 22, 2023, Embark received a non-binding proposal from Party C proposing a reverse merger of the two entities in an all-stock transaction. Party C’s proposal contemplated an ownership split of 49% of the post-closing combined company for Embark’s equity holders and 51% for Party C’s equity holders. Party C’s proposal asserted that this ownership split was derived by valuing Embark’s equity at $125 million. Party C also proposed that the board representation and governance of the combined company would be mutually agreed and be customary for a reverse merger with the proposed equity split. The Party C proposal did not provide the basis for the current valuation of Party C stock and Embark was unable to ascertain any basis for this valuation due to the fact that Party C was a privately held company with no material public funding history. Prior to this Embark’s management had not engaged with Party C as part of either the first strategic transaction process or the second strategic transaction process. Following Party C’s outreach, Evercore engaged with representatives of Party C on behalf of the Transaction Committee to further discuss and diligence their offer.

On March 23, 2023, Embark received a revised non-binding proposal from Party A proposing the acquisition of Embark by Party A in an all-cash transaction for $1.00 per share, which implied Embark’s equity value to be approximately $26.4 million, based on Party A’s estimate of Embark’s outstanding equity.

Also on March 23, 2023, Embark received a non-binding proposal from Party D proposing a reverse merger of the two entities in an all-stock transaction. Party D’s proposal proposed that Embark’s equity value be $100 million, and Party D’s equity value would be $300 million, resulting in an ownership split of 25% of the post-closing combined company for Embark’s equity holders and 75% for Party D’s equity holders. The non-binding proposal indicated that Party D did not intend to retain all of Embark’s employees, but did indicate that it would like Mr. Rodrigues to remain as the chief executive officer of the combined company and Brandon Moak to remain as the chief technology officer of the combined company. The Party D

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proposal provided a speculative basis for the current valuation of Party D stock based on Party D’s assessment of the revenue and enterprise value of an acquisition it intended to pursue in the future, and Embark could not reasonably ascertain or verify the basis for this valuation.

Also on March 23, 2023, representatives of Embark and Applied held a telephonic due diligence call.

On March 24, 2023, the Transaction Committee met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore to discuss developments related to Embark’s second transaction process, inquiries for a potential strategic transaction that Embark had received to date, Embark’s current cash position and potential liabilities, the consideration available to Embark’s stockholders under the available alternatives, and whether initiating a dissolution process might be advisable and in the best interests of Embark and its stockholders. The Transaction Committee also discussed the proposals issued by Party C and Party D and concluded that in both cases (1) the combined company would continue to generate ongoing losses, (2) Embark was contributing a majority of the cash while receiving a minority of the ownership and (3) the ultimate equity value of the combined entity was highly uncertain. The Transaction Committee determined to engage SierraConstellation Partners LLC (“Sierra”), a turnaround and restructuring advisory firm, as a financial advisor to advise the Transaction Committee as it evaluated the second transaction process offers in comparison to Embark’s other available strategic alternatives, including dissolution.

On March 24, 2023, representatives of Evercore, at the direction of the Transaction Committee, contacted Applied and encouraged Applied to provide an indication of interest. In addition, Embark entered into an exclusive asset disposition agreement with Silicon Valley Disposal for purposes of liquidating certain of Embark’s equipment and fleet vehicles.

On March 28, 2023, Embark filed its annual report on Form 10-K for the year ended December 31, 2022 with the SEC, in which Embark’s external auditors included a “going concern” qualification in their opinion on Embark’s 2022 audited financial statements. On March 28, 2023, Embark received a non-binding proposal from Applied proposing the acquisition of 100% of Embark’s equity by Applied in an all-cash transaction for approximately $55.9 million or $2.12 per share, which implied Embark’s equity value to be approximately $55.9 million (based on Applied’s estimate of Embark’s outstanding share number Embark provided to Applied). The non-binding proposal was based on certain assumptions made by Applied with respect to Embark’s assets and liabilities in connection with determining the per share price, as well as a condition to completion of the transaction that certain to-be-determined key employees would accept employment with Applied following the closing. The proposal provided that the proposed transaction would be funded 100% with cash on Applied’s balance sheet and would not be subject to a financing condition. In addition, the proposal included a 30 day exclusivity period, after which exclusivity would be automatically extended until Embark provided notice of termination of exclusivity. Applied’s proposal also contemplated an “asset transaction” as an alternative to its acquisition proposal, in which Applied would purchase certain Embark assets for $212,000 and assume the liabilities related to such assets.

On March 29, 2023, the Transaction Committee met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore to discuss the status of Embark’s strategic review process. Evercore presented to the Transaction Committee the four leading merger candidates that had emerged: Party A, Party C, Party D and Applied, each of which had submitted a non-binding proposal for the acquisition of Embark. As part of such review, the Transaction Committee discussed the terms of each of the indications of interest, including the characteristics of each proposal, the likelihood of consummating each proposal, the value and certainty of value offered by the proposals, including as compared to a dissolution of Embark, and the benefits and considerations associated with each proposal. The Transaction Committee discussed the terms and conditions of Applied’s proposal and timing considerations in connection with a potential transaction with Applied, and determined that it needed more information to evaluate Applied’s proposal, including, among other things, Applied’s cost assumptions and valuation of Embark. The Transaction Committee then directed Evercore to communicate with Applied to clarify such information and report back to the Transaction Committee. Finally, the Transaction Committee discussed alternatives to a potential strategic transaction, including the possible dissolution of Embark or the possibility of raising funds in a fundraising transaction. The Transaction Committee also discussed Embark’s current cash runway, liquidity profile, the status of the Company’s employee base and the timing for a potential transaction.

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Later on March 29, 2023, the Transaction Committee, on behalf of Embark, entered into a letter agreement with Sierra, which provided that, among other things, Sierra would assist management in preparing a liquidation analysis (1) to assist the Transaction Committee in evaluating the fairness of a proposed transaction with Applied and (2) if required, in connection with the winding-up and dissolution of Embark. From the date of the engagement letter through May 24, 2023, representatives of Sierra and members of Embark’s management held videoconferences and had regular communications, and Sierra requested and received information from Embark’s management necessary to prepare the liquidation analysis for use by the Transaction Committee and the Embark Board. Over the course of the engagement Sierra provided multiple preliminary liquidation analyses, each based on the most up to date information available at various times, to assist the Transaction Committee in evaluating Embark’s strategic alternatives.

On March 30, 2023, a representative of Party C notified Evercore that Party C was focusing on a different opportunity.

On April 3, 2023, Embark received a revised non-binding proposal from Applied proposing the acquisition of Embark by Applied in an all-cash transaction for approximately $55.9 million equity value or $2.25 per share, which implied Embark’s equity value to be approximately $55.9 million and reflecting updated new information provided to Applied regarding the number of shares of our common stock that were outstanding. In addition to the increased per share price, the non-binding proposal was revised to remove the key employee closing condition and to provide that Embark would facilitate Applied’s discussions with, and assist in the retention of, Embark’s key employees. In addition, the proposed exclusivity period was revised to be 15 days, after which it would be automatically extended until Embark provided notice of termination of exclusivity.

On April 5, 2023, the Transaction Committee met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore. The Transaction Committee first discussed with representatives of Embark’s litigation counsel and representatives of Wilson Sonsini (1) the status of Embark’s ongoing securities litigation captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC (the “Hardy Litigation”) and (2) the potential litigation risks associated with a winding down and liquidation of Embark. The Transaction Committee then discussed the current status of Embark’s second strategic transaction process including the revised proposal received from Applied and the distinctions between the original offer and the revised offer, Applied’s request for exclusivity and the terms and conditions of each other proposal that Embark had received to date and the benefits and considerations associated with each such proposal, with the Transaction Committee concluding that Applied’s proposal offered the most value and certainty for Embark stockholders. At the request of the Transaction Committee, representatives from Sierra presented the Transaction Committee with their preliminary views regarding the value of Embark’s assets and liabilities, the potential size and timing of distributions that holders of our common stock could receive in a liquidation scenario, Embark’s current cash position, and potential next steps should Embark determine to proceed with a dissolution and winding up of Embark. Finally, the Transaction Committee discussed with representatives of Wilson Sonsini the judicial standards of review under Delaware law and the legal considerations relevant to how the Embark directors should evaluate and compare various alternatives available to Embark. The Transaction Committee also discussed with representatives of Wilson Sonsini the dissolution process under Delaware law, considerations when making provisions for creditors, and the possible timeline for a dissolution and winding-up process.

On April 6, 2023, the Transaction Committee again met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore to discuss the status of Embark’s strategic review process. At the request of the Transaction Committee, Embark’s management team provided its perspective on the state of Embark’s employee base, Embark’s strategic alternatives review process, and the approach that Applied had proposed to take with respect to Embark’s employees. The Transaction Committee then solicited Evercore’s view with respect to the terms and conditions of the Applied offer and discussed the Transaction Committee’s uncertainty, based on the lack of progress in negotiations, as to whether Applied was committed to the proposed transaction. Following such discussion, the Transaction Committee then requested input from Embark’s management team on a possible dissolution of Embark, including with respect to the size and nature of the employee base that would be required to conduct an orderly wind-down. The Transaction Committee discussed with Evercore and Sierra the terms and conditions of the Applied offer and a potential dissolution of Embark, including with respect to Embark’s liabilities and reserves

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that Embark would need to make for creditors, the timing and uncertainties of a dissolution process and the size and timing of potential distributions to stockholders. The Transaction Committee concluded that it would be advisable to pursue discussions with Applied, while also preparing for the possibility of a dissolution of Embark, and authorized Embark’s management to prepare a counterproposal to Applied’s revised proposal consistent with the Transaction Committee’s discussions.

On April 6, 2023, Embark and the plaintiffs in the Hardy Litigation entered into a memorandum of understanding to settle the legal proceeding.

On April 7, 2023, at the direction of Embark’s management, representatives of Evercore reached out to Party B to inform them of the Hardy settlement, given litigation risk was one of the reasons that it had previously terminated discussions of an acquisition. Evercore asked whether Party B would be interested in re-engaging in acquisition discussions. Shortly thereafter, Party B stated it was not interested in continuing discussions.

On April 9, 2023, Ms. Herscher, Mr. Rodrigues and representatives of Evercore held a telephonic conversation with Qasar Younis, the chief executive officer of Applied and Mr. Chu, to obtain Applied’s assurances that it was committed to completing the proposed acquisition with Embark, and Mr. Younis provided such assurances. Following this, Embark delivered a counter-proposal to Applied which, among other things, provided for greater certainty of completing a proposed transaction through the removal of certain proposed closing conditions and clarified the potential categories of assets and liabilities that the parties would review during diligence to adjust the final per share price.

On April 10, 2023, Mr. Rodrigues and Mr. Moak met with Mr. Younis, Mr. Ludwig and Mr. Chu to discuss whether Applied was interested in certain major fixed assets which Embark was contemplating selling, and the appropriate timing of the contemplated sales given the ongoing negotiations.

On April 11, 2023, Embark received a revised letter of intent from Applied, which did not change the equity value or per share price and included, among other things, additional closing conditions to the transaction as well as Applied’s view of which increases in asset value and reductions of liabilities would be taken into consideration for purposes of determining the per share price prior to the execution of a definitive agreement.

On April 11, 2023, the Embark Board met by video conference with Embark’s management, representatives of Wilson Sonsini and financial representatives present. The Embark Board then reviewed Applied’s revised proposal and the absence of any proposals competitive with Applied’s proposal, and discussed the need to secure the highest value possible for Embark stockholders as well as certainty that the transaction would close. In addition, the Embark Board discussed certain aspects of the revised Applied proposal, and directed Embark’s management to further negotiate and finalize the letter of intent on substantially the terms presented to the Embark Board subject to resolving the closing conditions and other issues discussed during the meeting.

Embark and Applied continued to negotiate the terms of the letter of intent, including the removal of various closing conditions that Embark believed created deal uncertainty, through correspondence between April 11, 2023, and April 13, 2023. On April 13, 2023, Embark and Applied entered into a letter of intent regarding a merger transaction between Embark and Applied, which included a 15-day exclusivity provision as well as an acknowledgment that the equity purchase price of $55.9 million, or $2.25 per share, would remain subject to adjustment, based on potential increases and decreases in asset value and increases or reductions of liabilities identified during due diligence. Thereafter, Embark engaged Wilson Sonsini as legal advisor to Embark for purposes of the proposed transaction with Applied.

On April 12, 2023, at the direction of the Transaction Committee, representatives of Wilson Sonsini initiated contact with Houlihan Lokey, a financial advisor with significant experience in liquidations and restructurings, regarding a potential engagement for Houlihan Lokey to provide a fairness opinion to the Transaction Committee in connection with the transaction with Applied. Following various discussions and negotiation of the engagement terms, the Transaction Committee, engaged Houlihan Lokey, as of April 17, 2023, to, upon the request of the Transaction Committee, provide an opinion to the Transaction Committee as to the fairness, from a financial point of view, to the holders of Company common stock of the consideration to be received by such holders in the proposed transaction with Applied.

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From April 14, 2023, through May 24, 2023, Applied and its legal counsel, Goodwin Procter (“Goodwin Procter”) and Applied’s financial and accounting advisors continued to conduct a technical, insurance, legal, litigation, accounting and financial (including with respect to liabilities) due diligence review of Embark.

On April 14, 2023, Mr. Rodrigues informed each of Party A and Party D that their proposals were not competitive and that Embark was terminating discussions with respect to their respective proposed transactions.

Also on April 14, 2023, Embark, Applied, and their respective financial advisors, and representatives of Wilson Sonsini and Goodwin Procter held an organizational call to discuss the process for negotiating a definitive agreement.

On April 18, 2023, representatives of Wilson Sonsini delivered an initial draft of the merger agreement to Goodwin Procter. The parties and their legal counsel negotiated the merger agreement from April 18, 2023, to May 25, 2023, including with respect to the representations and warranties, interim operating covenants, non-solicitation covenants, closing conditions, specific performance, and termination and break-up fee provisions. A critical focus for Embark in these discussions were the issues that impacted deal certainty.

As a condition to its willingness to enter into the proposed transaction, Applied requested that Embark amend outstanding warrants to purchase our common stock to provide that such warrants would be extinguished in exchange for a cash payment in connection with the merger. On May 2, 2023, representatives of Wilson Sonsini delivered a draft of the amendment to the outstanding warrant agreement to Continental, the warrant agent for our warrants. Embark and Continental executed the warrant amendment to our warrant agreement on May 25, 2023, concurrently with the execution of the merger agreement.

On May 3, 2023, the Embark Board met by videoconference with Embark’s management, representatives of Wilson Sonsini and representatives of Evercore. After discussing the current negotiation status with Applied, Evercore discussed potential price adjustments that could be proposed to Applied based on information analyzed during the diligence process. Mr. Rodrigues then provided a management presentation covering (1) Embark’s efforts to reduce operating expenses, including through headcount reductions, (2) an overview of Embark’s cash forecast, and (3) opportunities to reduce liabilities that could serve as a basis to improve Applied’s proposed per share price.

Following the meeting of the Embark Board, on May 3, 2023, the Transaction Committee met by videoconference with representatives of Evercore and representatives of Wilson Sonsini to further discuss the status of the transaction with Applied and the alternative of a liquidation of Embark.

On May 11, 2023, representatives of Evercore and Applied discussed the open business items on the merger agreement, including adjustments to the per share price as contemplated by the letter of intent, closing conditions and termination rights and termination fees. In addition, Embark, Applied and their respective legal advisors and Evercore met by videoconference to discuss a proposed communications plan and process in anticipation that the parties would reach agreement on the open items on the merger agreement.

On May 15, 2023, following Applied’s further due diligence and better understanding of Embark’s outstanding liabilities and cash flow, and based on adjustments contemplated in the letter of intent, Applied delivered a revised proposal of a $2.50 per share price.

On May 16, 2023, representatives of Evercore contacted Applied to discuss additional remediation actions Embark had taken with respect to certain of its liabilities that should result in a more favorable purchase price than $2.50 per share. Later that day, Mr. Rodrigues held a telephone call with Mr. Younis and Mr. Ludwig to further discuss the remediation actions Embark had taken with respect to certain of Embark’s liabilities and to reiterate that a higher per share price would be required.

On May 17, 2023, the parties in the Hardy Litigation executed a Stipulation and Agreement of Settlement to resolve the Hardy Litigation, pursuant to which Embark agreed to pay $2.5 million and the settlement class members agreed to a broad release of claims against Embark and its officers and directors named as defendants in the Hardy Litigation and related persons. On that same day, the plaintiffs in the Hardy Litigation filed an Unopposed Motion for Preliminary Approval of Class Action Settlement with the

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United States District Court for the Northern District of California (the “Settlement Motion”) and sought a hearing before the Court on the Settlement Motion to be scheduled for July 20, 2023 (the “Settlement Hearing”).

On May 17, 2023, Mr. Chu called Mr. Rodrigues to confirm that Applied had received approval from their board of directors to increase their bid to a $2.82 per share price, contingent on Embark confirming certain assumptions around the value of its assets.

On the evening of May 21, 2023, Goodwin Procter delivered a revised merger agreement to representatives of Wilson Sonsini, which included a closing condition that the District Court presiding over the Settlement Motion has entered an order granting the Settlement Motion.

On May 22, 2023, Mr. Rodrigues and Mr. Chu held a telephone call with the goal of resolving all of the open items, including the per share price. Mr. Rodrigues discussed the latest information around Embark’s efforts to maximize the net value of its assets minus liabilities and communicated that Applied would need to increase its bid beyond $2.82.

On May 23, 2023, Applied and Embark agreed on the final per share price of $2.88. Later that day, Ms. Herscher and Mr. Rodrigues met with Mr. Younis and Mr. Ludwig to again discuss the requested closing and termination provisions and find a solution that would be mutually agreeable to the parties without creating significant uncertainty for completion of the transaction to Embark and its stockholders. Ms. Herscher emphasized that Embark could not assume the increased closing uncertainty associated with a rescheduling of the Settlement Hearing or other delay in obtaining an order granting the Settlement Motion. However, Ms. Herscher indicated that Embark would be willing to delay closing until August 4, 2023, and agree to a termination provision if the District Court presiding over the Settlement Motion had entered an order denying the Settlement Motion on or prior to that closing date, but that if Applied terminated the merger agreement in these circumstances, Applied would pay Embark a fee of $1 million.

On May 24, 2023, the Transaction Committee met by videoconference with Embark’s management and representatives of Wilson Sonsini, representatives of Evercore, representatives of Sierra, and, at the request of the Transaction Committee, representatives of Houlihan Lokey, to review the terms and conditions of the proposed transaction with Applied. Evercore reviewed the process undertaken by the Transaction Committee to identify and evaluate potential strategic transactions, including the progression of the negotiations with Applied, which included four price increases to reach the current $2.88 per share price. Wilson Sonsini reviewed the fiduciary duties of the directors under Delaware law, summarized the Transaction Committee’s process in evaluating the proposed transaction with Applied and reviewed the material terms of the proposed transaction with Applied as set forth in the merger agreement. Representatives of Sierra then reviewed with the Transaction Committee its liquidation analysis of Embark, including factors considered and assumptions made in such analysis. The liquidation analysis is more fully described in the section of this proxy statement captioned “The Merger — Embark Liquidation Analysis.” At the request of the Transaction Committee, Houlihan Lokey then reviewed and discussed its financial analyses with respect to Embark and the proposed merger. Thereafter, as requested by the Transaction Committee, Houlihan Lokey orally rendered its opinion to the Transaction Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Transaction Committee dated May 24, 2023), as to the fairness, from a financial point of view, to the holders of shares of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement. In addition, the Transaction Committee ratified Embark’s and the Transaction Committee’s entry into an amended engagement letter with Evercore and an engagement letter with Houlihan Lokey.

Later in the evening of May 24, 2023, the Transaction Committee, after considering the factors more fully described in the section of this proxy statement captioned “— Recommendation of the Embark Board; Reasons for the Merger,” by unanimous written consent: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement, (2) approved, adopted and declared advisable the merger agreement and the merger, and (3) recommended that the Embark Board approve and adopt the merger agreement and the merger.

Thereafter, the Embark Board, acting upon the unanimous recommendation of the Transaction Committee and after considering the factors more fully described in the section of this proxy statement

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captioned “Recommendation of the Embark Board; Reasons for the Merger,” by unanimous written consent: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement, the performance by Embark of its covenants and other obligations under the merger agreement, and the consummation of the merger on the terms and conditions set forth in the merger agreement. The following day, on May 25, 2023, Embark and Applied executed the merger agreement, and the parties issued a joint press release announcing the execution of the merger agreement.

Also on May 25, 2023, Embark, Applied and certain stockholders of Embark representing approximately 73 percent of our outstanding voting power based on the number of shares of our common stock outstanding as of the record date entered into the voting and support agreements. Under the voting and support agreements, the stockholders party thereto have agreed to vote their shares of our common stock in favor of the adoption of the merger agreement and approval of the merger, to not transfer their shares of our common stock, subject to certain exceptions, and certain other matters. The voting and support agreements terminate in certain circumstances, including upon the valid termination of the merger agreement in accordance with its terms.

Recommendation of the Embark Board; Reasons for the Merger

The Embark Board, in consultation with the financial and legal advisors to the Transaction Committee and Embark’s management, and taking into consideration the recommendation of the Transaction Committee, evaluated the terms of the merger agreement and the merger and by unanimous written consent: (1) determined that it is in the best interests of Embark and its stockholders to enter into the merger agreement providing for the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; (3) recommended that Embark’s stockholders adopt the merger agreement and approve the merger; and (4) approved the execution and delivery of the merger agreement, the performance by Embark of its covenants and other obligations under the merger agreement, and the consummation of the merger on the terms and conditions set forth in the merger agreement. For purposes of this section of this proxy statement captioned “— Recommendation of the Embark Board; Reasons for the Merger,” unless the context requires otherwise, references to the Embark Board will be deemed to include the Transaction Committee.

In connection with its review of potential strategic alternatives, the Embark Board delegated certain powers and authority to the Transaction Committee to, among other things, consider, evaluate, review and negotiate any potential sale of Embark or all or substantially all of Embark’s (an “acquisition”). The Embark Board resolved that Embark would not effectuate any acquisition or other alternative transaction unless and until the Transaction Committee determined that there was no acquisition available to Embark that offered greater value to stockholders. The Transaction Committee is comprised of the independent non-management directors of the Embark Board. The Transaction Committee considered the merger agreement and the merger in conjunction with the Embark Board.

During the course of its evaluation of the merger agreement and the merger, the Embark Board (including the members of the Transaction Committee) held numerous meetings, consulted with Embark’s senior management, and the Transaction Committee’s separate legal counsel and financial advisors, and reviewed and assessed a significant amount of information. In reaching its decision to approve the merger agreement and the merger, the Embark Board took into account the input and recommendation of the Transaction Committee as well as other information presented to it during the process, and considered a number of factors and scenarios that it viewed as supporting its decision to approve, adopt and declare advisable the merger agreement and the merger, including:

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Financial Condition and Prospects of Embark. The assessment of the Embark Board of the financial condition and prospects of Embark and the risks associated with continuing to operate Embark on a stand-alone basis, including in light of:

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Embark’s liabilities in comparison to its current cash position;

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The lack of a clear path to commercialization with Embark’s current cash-on-hand either in the U.S. on-highway freight market or alternative markets evaluated by Embark;

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The significant amount of additional capital that would be required to achieve commercialization of Embark’s products and the unavailability of financing opportunities on terms acceptable or favorable to Embark;

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Challenges facing the autonomous trucking industry in general, including those due to slower-than anticipated adoption by major original equipment manufacturers and suppliers;

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Embark’s perceived positioning in the autonomous trucking industry vis-à-vis its better capitalized competitors, and Embark’s prospects of achieving commercialization and becoming competitive as an independent company in this competitive environment;

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The historical challenges to Embark’s ability to commercialize its products and the impact that this has had, and could continue to have, on its ability to achieve commercialization and the resulting impacts on Embark’s stock price;

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The substantial reduction in force that Embark implemented in March 2023 and the additional smaller reductions in force implemented thereafter; and

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The effect of the implementation of cost saving measures by ceasing investment in Embark’s research and development activities, including with respect to Embark’s intellectual property, except to the extent necessary to maintain viability of Embark’s intellectual property to present such intellectual property to potential acquirors, until such time as Embark may be able to conclude a potential strategic transaction or a dissolution, liquidation, and winding up of Embark and its business.

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Timing to Commercialization. The assessment of the Embark Board that commercialization was unlikely to be achieved on a reasonable time frame because of the Embark Board’s assessment that (1) Embark’s current cash position was not sufficient to support the potential paths to commercialization evaluated by the Embark Board without raising a significant amount of additional capital and (2) Embark would be unable to secure the necessary additional capital on terms favorable to Embark.

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Potential Strategic Alternatives. The assessment of the Embark Board that none of the possible alternatives to the merger (including the wind down and dissolution of Embark, the pursuit of an alternative transaction to the merger, the pursuit of financing sources to continue to fund Embark’s operations or pursuing alternative markets in which to commercialize Embark’s technology), were reasonably likely to present superior opportunities for Embark to create greater value for our stockholders. In reviewing the merger and the possible alternatives to the merger, the Embark Board considered the perceived benefits and risks of the merger and those alternatives to Embark and its stockholders. The Embark Board also considered the execution and financial risks of the merger and each such alternative. The Embark Board considered other potential acquirors of Embark, and conducted an extensive and robust market outreach which did not result in an alternative proposal superior to the merger. The Embark Board also noted the urgency of taking action to maximize stockholder value and that, following the extensive and robust market outreach conducted by Embark, it was unlikely that other potential acquirors would surface.

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Certainty of Value. The consideration to be received by Embark’s stockholders in the merger consists entirely of a fixed amount of cash, which provides certainty of value when measured against the other alternatives available to Embark (including the wind down and dissolution of Embark) and allows the Embark stockholders to realize that value immediately upon the closing of the merger unlike a merger transaction involving private company stock consideration or the wind down and dissolution of Embark. In that regard, the Embark Board noted that the amount of cash to be received for each outstanding share of our common stock is fixed and will not be reduced if the share price of our common stock declines prior to the effective time of the merger, nor will the cash payments be withheld for prolonged periods of time to provide security for any uncertain or contingent liabilities, as would be the case if the Embark Board chose to wind down and liquidate Embark.

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Best Value Reasonably Obtainable. The belief of the Embark Board that the per share price represented Applied’s best and final offer and the best value that Embark could reasonably obtain

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from Applied for the shares of our common stock, taking into account (1) conversations between Embark and Applied about the price per share, including multiple upward adjustments made by Applied during the merger negotiations; (2) the Embark Board’s assessment that other parties were unlikely to have the interest in, or capability to acquire, Embark on competitive terms; and (3) the Embark Board’s familiarity with the reduced operations, assets, liabilities and general financial condition of Embark and its assessment that, among other things, it was unlikely that Embark could continue to operate as a stand-alone public company in light of its reduced operations. In addition, the Embark Board believed that, when measured against the uncertainty associated with the wind down and dissolution of Embark (both in terms of time to complete the dissolution and the amount of cash to be distributed), the price per share reflects a fair and favorable price for the shares of our common stock.

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Opinion of Houlihan Lokey. The financial analysis reviewed by Houlihan Lokey with the Transaction Committee as well as the oral opinion of Houlihan Lokey rendered to the Transaction Committee on May 24, 2023 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Transaction Committee dated May 24, 2023), as to, as of such date, the fairness, from a financial point of view, to the holders of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement. The opinion is more fully described in the section of this proxy statement captioned “— Opinion of Houlihan Lokey” and the full text of the opinion is attached as Annex B to this proxy statement.

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Negotiations with Applied and Terms of the Merger Agreement. The terms of the merger agreement, which were the product of extensive arm’s-length negotiations, and the belief of the Embark Board that the merger agreement contains terms and conditions that provided a high level of closing certainty. The factors considered included:

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Embark’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties submitting unsolicited takeover proposals;

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The Embark Board’s belief that the terms of the merger agreement would be unlikely to deter third parties from making a superior proposal;

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The Embark Board’s ability, under certain circumstances, to withdraw or modify its recommendation that our stockholders vote in favor of the adoption of the merger agreement and approval of the merger;

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The Embark Board’s ability, under certain circumstances, to terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal. In that regard, the Embark Board believed that the termination fee payable by Embark in such instance was reasonable, consistent with similar fees payable in comparable transactions, and not preclusive of other offers;

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The limited conditions to Applied’s obligation to consummate the merger, making the merger reasonably likely to be consummated;

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The reverse termination fee of $1,000,000 payable by Applied in certain circumstances;

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Embark’s ability to specifically enforce Applied’s obligations under the merger agreement in accordance with its terms and the other remedies available to Embark under the merger agreement, including monetary damages; and

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The consummation of the merger not being subject to a financing condition.

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Reasonable Likelihood of Consummation. The belief of the Embark Board that an acquisition by Applied has a reasonable likelihood of closing due to the limited conditions to closing and the limited circumstances under which Applied has the right to terminate the merger agreement.

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Appraisal Rights. The appraisal rights in connection with the merger available to our stockholders (including beneficial owners of shares of our common stock) who timely and properly exercise such appraisal rights under the DGCL if certain conditions are met.

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The Embark Board also considered a number of uncertainties and risks and other potentially negative factors, including the following:

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Liquidation Value. The fact that the liquidation analysis could not have taken into account every uncertainty of all potential unknown or contingent liabilities or other potential risks and uncertainties associated with pursuing a winding down and liquidation of Embark. When measured against the certainty provided by the merger, and the reasonably short timeframe when compared to an orderly liquidation process, the Embark Board determined that a winding down and liquidation of Embark would not reasonably be expected to provide certainty of a better outcome for the Embark stockholders and would likely result in a worse outcome for the Embark stockholders. The liquidation analysis is more fully described in the section of this proxy statement captioned “— Embark Liquidation Analysis.”

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No Stockholder Participation in Future Growth or Earnings. The nature of the merger as a cash transaction means that the Embark stockholders will not participate in Embark’s future earnings or growth and will not benefit from any appreciation in value of the surviving corporation.

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No-Shop Restrictions. The restrictions in the merger agreement on Embark’s ability to solicit competing transactions (subject to certain exceptions to allow the Embark Board to exercise its fiduciary duties and to accept a superior proposal, and then only upon the payment of a termination fee).

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Risks Associated with Failure to Consummate the Merger. The possibility that the merger might not be consummated, and if it is not consummated, that: (1) Embark will have incurred significant transaction and other costs; (2) the contractual and legal remedies available to Embark in the event of the breach or termination of the merger agreement may be insufficient, costly to pursue, or both; (3) the reverse termination fee of $1,000,000 payable by Applied to Embark will not be available in most instances in which the merger agreement is terminated and such reverse termination fee may not be sufficient to compensate Embark for the strategic initiatives forgone by Embark as a result of the pendency of the merger, including the earlier winding down and liquidation of Embark; and (4) if Embark could not secure another strategic alternative transaction, Embark would likely be wound down and its assets liquidated.

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Impact of Interim Restrictions on Embark’s Business Pending the Completion of the Merger. The restrictions on the conduct of Embark’s business prior to the consummation of the merger, which may delay or prevent us from (1) undertaking strategic initiatives before the completion of the merger that, absent the merger agreement, we might have pursued or (2) winding down Embark and liquidating its assets.

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Effects of the Merger Announcement. The effects of the public announcement of the merger, including, without limitation, the potential for litigation in connection with the merger.

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Termination Fee Payable by Embark. The requirement that Embark pay Applied a termination fee of $3 million under certain circumstances following termination of the merger agreement, including if the Embark Board terminates the merger agreement to accept a superior proposal. The Embark Board considered the potentially discouraging impact that this termination fee could have on a third party’s interest in making a competing proposal to acquire Embark.

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Taxable Consideration. The receipt of cash in exchange for shares of our common stock in the merger will be a taxable transaction for U.S. federal income tax purposes for many Embark stockholders.

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Interests of Embark’s Directors and Executive Officers. The interests that Embark’s directors and executive officers may have in the merger, which may be different from, or in addition to, those of our other stockholders.

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Embark Board in its consideration of the merger. After considering these and other factors, the Embark Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In the light of the variety of factors considered by the Embark Board and the complexity of these factors, the Embark Board did not find it practicable to, and did not, quantify or

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otherwise assign relative weights, ranks or values to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Embark Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors. Based upon the totality of the information presented to, and considered by, the Embark Board, the Embark Board unanimously approved, adopted and declared advisable the merger agreement and the merger, and recommended that Embark stockholders adopt the merger agreement and approve the merger.

Opinion of Houlihan Lokey to the Transaction Committee

On May 24, 2023, Houlihan Lokey orally rendered its opinion to the Transaction Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Transaction Committee dated May 24, 2023) as to, as of such date, the fairness, from a financial point of view, to the holders of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Transaction Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Transaction Committee, the Embark Board, Embark, any Embark security holder or any other person as to how to act or vote with respect to any matter relating to the merger or otherwise.

For purposes of Houlihan Lokey’s opinion, with the Transaction Committee’s approval, Houlihan Lokey evaluated the fairness, from a financial point of view, to the holders of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement based on a comparison of (a) the per share price and (b) the estimated net present value per share of our common stock attributable to the distributions to be made by Embark to the holders of our common stock (the “Distributions”) in connection with the liquidation of Embark’s assets and winding up of its affairs (the “Liquidation”) indicated by Houlihan Lokey’s review of the liquidation analysis of Embark prepared by management of Embark (the “Management Liquidation Analysis”). Houlihan Lokey made no representation, either directly or indirectly, as to any legal matter or as to the sufficiency of the basis set forth above for any general or particular purpose other than setting forth the scope of its opinion.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

reviewed a draft, dated May 24, 2023, of the merger agreement;

reviewed certain publicly available business and financial information relating to Embark that Houlihan Lokey deemed to be relevant;

reviewed certain information relating to the historical, current and future operations, financial condition and prospects of Embark made available to Houlihan Lokey by Embark, including the Management Liquidation Analysis, which Embark management advised Houlihan Lokey (a) was prepared under three alternative scenarios for the timing of the completion of the Liquidation (the “Liquidation Timeline Scenarios”), and (b) included, among other things, for each Liquidation Timeline Scenario, estimates of the amounts and timing of all Distributions in the Liquidation, taking into account (i) the amounts and timing of all estimated defense costs, net of proceeds that may be recoverable under insurance policies (“Defense Costs”), associated with litigation expected by management of Embark to be brought against Embark (and/or its directors and officers) during the Liquidation (“Liquidation-Related Litigation”), including, without limitation, with respect to potential claims related to the decline in the trading prices of the our Class A common stock

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following Embark’s acquisition of Embark Trucks Inc. and potential claims regarding the Board’s breaches of fiduciary duties to the stockholders, (ii) Embark’s management’s best estimates of the expected delay to the Liquidation to be caused by the Liquidation-Related Litigation and (iii) the advice of Embark’s outside counsel and other advisors (other than Houlihan Lokey) retained to assist Embark in assessing such matters;

spoke with certain members of Embark’s management and certain of Embark’s representatives and advisors regarding the business, operations, financial condition and prospects of Embark, the merger and related matters, including, without limitation, such management’s views of the operational and financial risks and uncertainties attendant with not pursuing the merger;

considered the results of the third-party solicitation process conducted by Embark with the assistance of its outside legal counsel and financial advisor (other than Houlihan Lokey) with respect to a possible sale of Embark or similar transaction, which the Transaction Committee advised Houlihan Lokey did not result in Embark receiving any alternative proposals with respect to a sale of Embark or similar transaction that the Transaction Committee considered were superior to or competitive with the per share price;

reviewed the current and historical market prices and trading volume for certain of Embark’s publicly traded securities, and the current and historical market prices of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant;

reviewed a certificate addressed to Houlihan Lokey from senior Embark management which contained, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Houlihan Lokey by or on behalf of Embark; and

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Management of Embark advised Houlihan Lokey, and at the Transaction Committee’s direction Houlihan Lokey relied upon and assumed, that (i) the Management Liquidation Analysis was reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of Embark’s management as to the expected realizable value for Embark’s assets, assuming an orderly liquidation of such assets, and the amounts estimated to be available for distribution to the holders of our common stock, (ii) each of the three Liquidation Timeline Scenarios reflected in the Management Liquidation Analysis was equally likely to occur, and (iii) the Distributions would be made in the amounts and at the times indicated by the Management Liquidation Analysis, after taking into account the Defense Costs and the expected delay to the Liquidation to be caused by the Liquidation-Related Litigation under each of the three Liquidation Timeline Scenarios. At the Transaction Committee’s direction, Houlihan Lokey relied, without independent verification, solely upon the judgment of the management of Embark and its counsel and other advisors (other than Houlihan Lokey) regarding the amounts and timing of the Distributions, the amounts and timing of the Defense Costs, the Liquidation-Related Litigation, the expected delay to the Liquidation to be caused by the Liquidation-Related Litigation, and all other aspects of the Management Liquidation Analysis. Houlihan Lokey expressed no view or opinion with respect to the Management Liquidation Analysis (including, without limitation, the Distributions, the Defense Costs, the Liquidation-Related Litigation or the Liquidation Timeline Scenarios), or the assumptions on which it was based. Embark also advised Houlihan Lokey that due to the contingent liabilities relating to litigation risk, Embark was and would be unable to make any distributions to the holders of our common stock, including, without limitation, before the Liquidation or as an alternative to the Liquidation, other than during the Liquidation at the times and in the amounts as contemplated by the Management Liquidation Analysis. If the assumptions, estimates or conclusions set forth in the Management Liquidation Analysis are not accurate, the conclusions set forth in Houlihan Lokey’s opinion could be materially affected.

Management of Embark advised Houlihan Lokey, and at the Transaction Committee’s direction Houlihan Lokey relied upon and assumed, that (i) the independent auditors of Embark’s audited financial

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statements for fiscal years 2022 and 2021 had raised substantial doubt about Embark’s ability to continue as a going concern, (ii) Embark had incurred losses from operations since inception, (iii) Embark had not earned any revenue to date and had financed its operations primarily through the sale of shares of our common stock, (iv) Embark had explored and exhausted avenues following an extended evaluation by Embark of alternative markets in which to commercialize its technology, and with the lack of success in bringing Embark’s product to those markets, it would not generate revenues in the near future, (v) Embark’s operating losses and negative operating cash flows would continue into the foreseeable future and required Embark to explore strategic alternatives, including, without limitation, exploring alternative uses of Embark’s assets to commercialize its technology, additional sources of financing, as well as potential dissolution or winding up of Embark and liquidation of its assets, (vi) Embark did not expect to be able to raise additional financing on terms that would be acceptable to Embark, (vii) Embark had terminated its Transfer Truck Program and recovered the Embark technology on the trucks provided to Knight-Swift, cancelled all reservations for future deliveries, terminated certain outstanding warrants, terminated its Partner Development Plan, and terminated leases to a substantial part of identified transfer points, (viii) Embark had announced and completed a workforce restructuring plan reducing its workforce by approximately 70% of its headcount, (ix) despite such workforce restructuring plan and other efforts of Embark, there was substantial doubt about Embark’s ability to continue as a going concern, and (x) in the absence of the merger or other sale transaction, Embark would have no commercially reasonable alternative other than to dissolve, wind up its affairs and liquidate its assets.

Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Embark since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. In reaching Houlihan Lokey’s conclusions in its opinion, with the Transaction Committee’s consent, (i) Houlihan Lokey did not rely upon a discounted cash flow analysis of Embark on a going-concern-basis, because, as the Transaction Committee advised Houlihan Lokey and directed Houlihan Lokey to assume, other than the projected Distributions, Defense Costs and related items set forth in the Management Liquidation Analysis, no current, reliable projections with respect to the future financial performance of Embark were available, and (ii) Houlihan Lokey did not rely upon a review of the publicly available financial terms of other transactions or a review of other companies with publicly traded equity securities, due to Embark’s lack of historical and projected revenues and its going concern issues. In addition, for purposes of its analyses and opinion, with the Transaction Committee’s consent, Houlihan Lokey assumed that shares of our Class A common stock were the economic equivalent and had the same value as shares of our Class B common stock, notwithstanding the different voting rights and other non-financial terms of such shares that could impact their value.

With the Transaction Committee’s approval, Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger would be satisfied without waiver thereof, (d) there would be no litigation or other actions or proceedings concerning Embark, the merger or otherwise that would delay the consummation of, or otherwise have any effect on, the merger, and (e) the merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on Embark or the merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any respect from the draft of the merger agreement identified above.

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Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Embark or any other party. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Embark was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Embark was or may have been a party or was or may have been subject, including, without limitation, the Liquidation-Related Litigation.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the merger, the securities, assets, business or operations of Embark or any other party, or any alternatives to the merger, (b) identify, introduce to the Transaction Committee, the Embark Board, Embark or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the merger, (c) negotiate the terms of the merger, or (d) advise the Transaction Committee, the Embark Board, Embark or any other party with respect to alternatives to the merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any opinion as to the price or range of prices at which our common stock may be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Transaction Committee (in its capacity as such) in connection with its evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Transaction Committee, the Embark Board, Embark, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Transaction Committee, the Embark Board, Embark, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the per share price to the extent expressly specified in its opinion), including, without limitation, any terms, aspects or implications of the voting and support agreement to be entered into by Applied and certain holders of our common stock, (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of Embark, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might have been available for Embark or any other party, (v) the fairness of any portion or aspect of the merger to any one class or group of Embark’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Embark’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not Embark, Applied, their respective security holders or any other party is receiving or paying reasonably equivalent value in the merger, (vii) the solvency, creditworthiness or fair value of Embark or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, relative to the per share price or otherwise. In addition, Houlihan Lokey’s opinion did not address the individual circumstances of specific holders of shares of our common stock (including, without limitation, holders of our Class B common stock) with respect to control, voting or other rights, aspects or relationships which may distinguish such holders, and consequently Houlihan Lokey’s analyses did not give effect to, and its opinion did not address, any control premium, minority discount or other premiums or discounts that might otherwise be applicable to the shares of our common stock owned by specific holders of our common stock (including, without limitation, holders of our Class B common stock).

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Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Transaction Committee, on the assessments by the Transaction Committee, the Embark Board, Embark, Parent and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to Embark, the merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. The estimates contained in the Management Liquidation Analysis and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Embark. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Transaction Committee in evaluating the merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the per share price or of the views of the Transaction Committee, the Embark Board or management with respect to the merger or the per share price. The type and amount of consideration payable in the merger were determined through negotiation between Embark and Applied, and the decision to enter into the merger agreement was solely that of the Transaction Committee and the Embark Board.

Financial Analyses

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Transaction Committee on May 24, 2023. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor.

Net Present Value Analysis. Houlihan Lokey calculated the estimated net present value reference ranges per share of our common stock attributable to the Distributions to be made to the holders of our common stock in connection with the Liquidation of Embark based on Embark’s management’s estimates of the amounts and timing of all Distributions included in the Management Liquidation Analysis. Houlihan Lokey calculated such estimated net present value reference ranges per share of our common stock attributable to the Distributions for each of the three Liquidation Timeline Scenarios included in the Management Liquidation Analysis. Embark’s management advised Houlihan Lokey, and at the Transaction Committee’s direction Houlihan Lokey assumed, that each of the three Liquidation Timeline Scenarios was equally likely to occur.

72-Month Liquidation Timeline Scenario. With respect to the Liquidation Timeline Scenario based on a Distribution being made 72 months after Embark’s management’s estimated date of approval of a Liquidation of June 30, 2023, Houlihan Lokey applied discount rates of 3.75% to 7.75%, taking into account Houlihan Lokey’s experience and professional judgment, to the estimated Distribution included in such scenario. This analysis indicated an estimated net present value reference range per share of our common stock attributable to the Distribution of $1.87 to $2.35, as compared to the per share price of $2.88 in the merger pursuant to the merger agreement.

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36-Month Liquidation Timeline Scenario. With respect to the Liquidation Timeline Scenario based on a Distribution being made 36 months after Embark’s management’s estimated date of approval of a Liquidation of June 30, 2023, Houlihan Lokey applied discount rates of 4.00% to 8.00%, taking into account Houlihan Lokey’s experience and professional judgment, to the estimated Distribution included in such scenario. This analysis indicated an estimated net present value reference range per share of our common stock attributable to the Distribution of $2.43 to $2.73, as compared to the per share price of $2.88 in the merger pursuant to the merger agreement.

18-Month Liquidation Timeline Scenario. With respect to the Liquidation Timeline Scenario based on a Distribution being made 18 months after Embark’s management’s estimated date of approval of a Liquidation of June 30, 2023, Houlihan Lokey applied discount rates of 4.75% to 8.75%, taking into account Houlihan Lokey’s experience and professional judgment, to the estimated Distribution included in such scenario. This analysis indicated an estimated net present value reference range per share of our common stock attributable to the Distribution of $2.87 to $3.05, as compared to the per share price of $2.88 in the merger pursuant to the merger agreement.

Other Matters

Houlihan Lokey was engaged by the Transaction Committee to provide an opinion to the Transaction Committee as to the fairness, from a financial point of view, to the holders of our common stock of the per share price to be received by such holders in the merger pursuant to the merger agreement. The Transaction Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by the Transaction Committee, Houlihan Lokey became entitled to a fee of $250,000 upon its retention by the Transaction Committee and $1,250,000 upon the rendering of its opinion to the Transaction Committee. No portion of Houlihan Lokey’s fee was contingent upon the successful completion of the merger. Embark has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Embark, Applied or any other party that may be involved in the merger and their respective affiliates or security holders or any currency or commodity that may be involved in the merger.

Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Embark, Applied, other participants in the merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Embark, Applied, other participants in the merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Embark Liquidation Analysis

In connection with the evaluation of the merger by the Transaction Committee and the Embark Board, Embark management, with the assistance of Sierra, prepared an analysis with respect to the estimated value to stockholders of the liquidation or dissolution of Embark as a potential alternative to the merger. The Transaction Committee engaged Sierra, a turnaround and restructuring advisory firm, as a financial advisor to advise the Transaction Committee as it evaluated the second transaction process offers in comparison to Embark’s other available strategic alternatives, including dissolution.

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Management prepared estimates of the amounts and timing of all distributions to the holders of Embark common stock in a liquidation and dissolution of Embark under three different scenarios for the completion of the liquidation, each of which considered the estimated amounts and timing of defense costs, net of insurance proceeds, associated with litigation that management expected would arise during the period following Embark’s estimated date of approval of a liquidation until assets could be liquidated and distributed to Embark stockholders (the “Liquidation Analysis”). The Liquidation Analysis was also provided to Houlihan Lokey, who was authorized and directed by the Transaction Committee to use and rely upon the Liquidation Analysis for purposes of its opinion. Management determined, and at the direction of the Transaction Committee Houlihan Lokey assumed, that each of the three scenarios included in the Liquidation Analysis was equally likely to occur. The Liquidation Analysis estimated potential realizable values for Embark’s assets in an orderly liquidation and remaining amounts available upon completion of such liquidation for distribution to holders of our common stock based on the internal estimates of management of the amounts that would reasonably be recovered in an orderly liquidation and the time required to fully resolve any litigation matters. The Liquidation Analysis only includes litigation-related legal fees and expenses, and does not include potential damages associated with securities class actions, which cannot be reasonably estimated or quantified.

The inclusion of the Liquidation Analysis should not be deemed an admission or representation by Embark or any of its officers, directors, affiliates, advisors, or other representatives with respect to the Liquidation Analysis. The Liquidation Analysis is not included to influence your views on the merger or the merger agreement and the transactions contemplated thereby, and is summarized in this proxy statement solely to provide our stockholders access to certain information considered by the Transaction Committee and the Embark Board in connection with their evaluation of the merger, the merger agreement and the transactions contemplated thereby, and Embark’s potential alternatives. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which could have been significantly more or less favorable. In addition, analyses relating to the liquidation value of Embark do not purport to be appraisals or reflect the prices at which shares of Embark common stock may actually be valued or trade. The assumptions and estimates used in, and the results derived from, the Liquidation Analysis are hypothetical, and are thus, inherently subject to substantial uncertainty.

The Liquidation Analysis was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or the Generally Accepted Accounting Principles (“GAAP”). Neither the independent registered public accounting firm of Embark nor any other independent accountant has audited, reviewed, compiled, examined or performed any procedures with respect to the accompanying unaudited prospective financial information for the purpose of its inclusion herein.

The Liquidation Analysis includes estimates of cash and of certain expenditures, which for the purpose of the Liquidation Analysis were not calculated in accordance with GAAP. Non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the merger if the disclosure is included in a document such as this proxy statement to comply with requirements under state laws, including case law. In light of the foregoing factors and the uncertainties inherent in estimated cash balances, stockholders are cautioned not to place undue reliance, if any, on the Liquidation Analysis.

The below summary of the Liquidation Analysis is subject to the statements above, and represents management’s reasonable estimates of cash amounts that, in the event of a liquidation or dissolution of Embark, may be distributed to stockholders as permitted under applicable law. The Liquidation Analysis does not account for potential liabilities of Embark that cannot be reasonably estimated or quantified, including potential damages associated with securities class actions, or other potential risks and uncertainties associated with pursing a winding down and liquidation of Embark. Such liabilities could materially affect

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the cash amounts that, in the event of a liquidation or dissolution of Embark, may be distributed to stockholders as permitted under applicable law. Key assumptions underlying the Liquidation Analysis included:

(i) establishing a midpoint of a hypothetical liquidation per share value range based on:

(A) a hypothetical liquidation value for total assets as of March 31, 2023, between $143.7 million and $153.1 million, assuming cash and cash equivalents and restricted cash were liquid and fully recoverable, estimating the value of receivables, prepaid expenses and other operating assets on an account-by-account basis, and including additional assets not currently reflected on the balance sheet, such as the aggregate exercise price of certain outstanding options that would hypothetically be exercised, that could be reasonably estimated and quantified;

(B) a hypothetical total liabilities as of March 31, 2023, between $37.8 million and $37.4 million, assuming payment in full of all outstanding accounts payable and general expenses, settlement of outstanding financing arrangements, payment of all outstanding payroll and severance obligations, and including additional liabilities not currently reflected on the balance sheet, such as other contractual obligations and contingent liabilities that could be reasonably estimated and quantified;

(C) a reduction to such residual value for Embark by estimated costs and expenses between $6.3 million and $6.0 million required to continue operating the business through April 30, 2023, including severance obligations and other professional and legal fees;

(D) a further reduction to such residual value for Embark by additional estimated costs and expenses between $24.0 million and $19.7 million required thereafter during a 12 to 18 month wind down period (which may be longer or shorter depending on the resolution of known and contingent liabilities and other factors) for Embark’s operations, including additional severance obligations, ongoing operating expenses, D&O insurance coverage, professional, audit and legal fees, and other contingency costs for unanticipated liabilities; and

(E) approximately 24.6 million total shares of our common stock outstanding, inclusive of the dilutive impact of outstanding equity awards.

(ii) adjusting such midpoint by anticipated expenses and defense costs, net of insurance proceeds, related to resolving litigation expected to arise during the period following Embark’s estimated date of approval of a liquidation, assuming an eighteen-month wind down period for Embark’s operations, and three alternative anticipated distribution dates as follows:

(A) June 30, 2029 reflecting $20 million of cumulative projected legal expenses incurred, $1.8 million in annual projected management costs, and projected interest income earned through such date calculated on an annualized interest rate based on the three-month U.S. treasury forward curve, resulting in a projected aggregate distribution to the holders of Embark common stock of $72.3 million on such date;

(B) June 30, 2026, reflecting $10 million of cumulative projected legal expenses incurred, $0.6 million in annual projected management costs, and projected interest income earned through such date calculated on an annualized interest rate based on the three-month U.S. treasury forward curve, resulting in a projected aggregate distribution to the holders of Embark common stock of $75.8 million on such date; or

(C) December 31, 2024, reflecting $2 million of cumulative projected legal expenses incurred, resulting in a projected aggregate distribution to the holders of Embark common stock of $80.7 million on such date.

The Liquidation Analysis, including these three alternative distribution dates, projected expenses and costs, projected interest income and projected aggregate distribution amounts, were provided to Houlihan Lokey, who was authorized and directed by the Transaction Committee to use and rely on the Liquidation Analysis for purposes of its financial analyses and opinion to the Transaction Committee.

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For purposes of its financial analysis and opinion to the Transaction Committee, and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion to the Transaction Committee, Houlihan Lokey calculated implied net present value per share reference ranges of the distributions for each of the three alternative distribution dates based on the Liquidation Analysis provided by Embark management and applying discount rates, resulting in implied distribution per share value reference ranges of (1) $1.87 to $2.35 per share for a distribution date of June 30, 2029; (2) $2.43 to $2.73 per share for a distribution date of June 30, 2026, and (3) $2.87 to $3.05 per share for a distribution date of December 31, 2024.For information regarding Houlihan Lokey’s financial analysis and opinion to the Transaction Committee, see the section of the proxy statement captioned “Transaction Summary — Opinion of Houlihan Lokey.”

Interests of Embark’s Directors and Executive Officers in the Merger

When considering the recommendation of the Transaction Committee that the Embark Board approve and adopt the merger agreement and the merger, and the recommendation of the Embark Board that you vote to approve the proposal to adopt the merger agreement and approve the merger, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. Additionally, in connection with the execution of the merger agreement, Embark entered into the (i) founder voting and support agreement with Alex Rodrigues and Brandon Moak, and (ii) the major stockholder voting and support agreement with affiliates of Sequoia Capital (Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P. and Sequoia Capital U.S. Venture XV Principals Fund, L.P.). Under the voting and support agreements, the stockholders party thereto have agreed to vote their shares of our common stock in favor of the adoption of the merger agreement, not transfer their shares of our common stock, subject to certain exceptions, and certain other matters. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) (a) unanimously recommending that the Embark Board approve and adopt the merger agreement, in the case of the Transaction Committee, and (b) that the merger agreement be adopted by our stockholders, in the case of the Embark Board, the Transaction Committee and the Embark Board were aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Embark will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement — Indemnification and Insurance.”

Treatment of Embark Options

As of May 31, 2023, there were outstanding Embark options to purchase an aggregate of 188,302 shares of our common stock with an exercise price below the per share price, none of which were held by our current non-employee directors and none of which were held by our executive officers. As of May 31, 2023, there was no unvested shares of our common stock that were issued in connection with the early exercise of Embark options.

At the effective time of the merger, each Embark option that is not a vested in-the-money Embark option will be cancelled for no consideration.

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Treatment of Embark RSUs and Embark PSUs

As of May 31, 2023, there were outstanding awards of Embark RSUs (or portions thereof) that cover an aggregate of 1,086,866 shares of our common stock (120,332 shares of which were vested but unreleased as of May 31, 2023 and will be settled by June 30, 2023), of which Embark RSUs covering an aggregate of 147,187 shares of our common stock were held by our current executive officers (7,677 shares of which were vested but unreleased as of May 31, 2023 and will be settled by June 30, 2023), and 29,853 shares of which were held by our current non-employee directors (9,086 shares of which were vested but unreleased as of May 31, 2023 and will be settled by June 30, 2023).

At the effective time of the merger, each unvested Embark RSU will be cancelled for no consideration.

At the effective time of the merger, each Embark PSU that is outstanding will be cancelled for no consideration. No Embark PSUs will vest in connection with the merger.

Equity Interests of Embark’s Directors and Executive Officers

The following table sets forth for each of Embark’s executive officers and non-employee directors (1) the number of shares of our common stock directly held; (2) the number of shares of our common stock subject to the vested in-the-money Embark options; and (3) the number of shares of our common stock subject to his or her Embark RSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

•

the shares held directly include shares of our common stock directly held by the individual as of May 31, 2023, plus any shares of our common stock subject to Embark RSUs that are scheduled to vest and be settled before June 30, 2023 (which, solely for purposes of this proxy statement, is the assumed closing date of the merger), without regard to any change in control-related accelerated vesting;

•

the Embark PSUs are automatically cancelled for no consideration;

•

no additional Embark options, Embark RSUs or Embark PSUs are granted to any such individual on or before such date; and

•

the values of these shares of our common stock and the shares underlying equity awards are equal to the per share price of $2.88.

	Shares of Common Stock Held Directly(1)				Embark RSUs(2)
Name	Number of Shares (#)		Value of Shares ($)		Number of Shares (#)		Value ($)		Total ($)
Alex Rodrigues		2,501,716		7,204,942.08		—		—		7,204,942.08
Richard Hawwa(3)		49,087		141,370.56		—		—		141,370.56
Morgan Dioli		—		—		—		—		—
Siddhartha Venkatesan		34,494		99,342.72		30,762		88,594.56		187,937.28
Brandon Moak		1,852,232		5,334,428.16		—		—		5,334,428.16
Stephen Houghton(4)		26,303		75,752.64		—		—		75,752.64
Elaine Chao		9,884		28,465.92		—		—		28,465.92
Patricia Chiodo		13,041		37,558.08		—		—		37,558.08
Pat Grady		8,532		24,572.16		—		—		24,572.16
Penelope Herscher		8,044		23,166.72		15,729		45,299.52		68,466.24
Ian Robertson		7,929		22,835.52		—		—		22,835.52

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(1)

Represents shares of our Class A or Class B common stock directly held by the individual as of May 31, 2023, plus any shares of our common stock subject to Embark RSUs that are scheduled to vest and be settled before June 30, 2023 (without regard to any change in control-related accelerated vesting). The amounts shown are determined assuming that no individual disposed of shares of our common stock from May 31, 2023 through June 30, 2023, and that the Embark RSUs scheduled to vest and be settled prior to June 30, 2023 are so settled. For additional information regarding beneficial ownership of our common stock, see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Represents outstanding Embark RSUs that are not scheduled to vest and be settled on or before June 30, 2023 but that will be accelerated upon the closing of the merger. The values shown with respect to Embark RSUs are determined as the product of the per share price, multiplied by the total number of shares of our common stock subject to Embark RSUs. As described further in the section of this proxy statement captioned “— Change in Control and Severance Benefits under Existing Relationships — Non-Employee Director Equity Awards,” Embark RSUs that are granted under our Non-Employee Director Compensation Policy and are outstanding as of the date of the closing of the merger that are held by Embark’s non-employee directors will accelerate vesting in full. In addition, Siddhartha Venkatesan is eligible for vesting acceleration in connection with the closing of the merger of Embark RSUs covering a total of 30,762 shares of our common stock. Unvested Embark PSUs covering a total of 1,453,266 shares of our common stock for Alex Rodrigues, unvested Embark PSUs covering a total of 782,514 shares of our common stock for Brandon Moak, unvested Embark RSUs covering a total of 104,911 shares of our common stock for Siddhartha Venkatesan and unvested Embark RSUs covering a total of 493 shares of our common stock for Patricia Chiodo will not get accelerated and will be cancelled for no consideration upon the closing of the merger.

(3)

Mr. Hawwa served as an executive officer of Embark until April 2023. The table reflects Mr. Hawwa’s holdings as of the date of his termination of service as an employee.

(4)

Mr. Houghton served as an executive officer of Embark until March 2023. The table reflects Mr. Houghton’s holdings as of the date of his termination of service as an employee.

Change in Control and Severance Benefits under Existing Relationships

Non-Employee Director Equity Awards

We have granted certain Embark RSUs under our 2021 Incentive Award Plan (the “2021 Plan”) in accordance with our Non-Employee Director Compensation Policy that are outstanding and held by our non-employee directors. Our Non-Employee Director Compensation Policy provides that all “annual awards” and “start date awards” will vest immediately prior to a “change in control” (as defined in the 2021 Plan). The closing of the merger will constitute a “change in control” under the 2021 Plan.

Executive Compensation Arrangements

Alex Rodrigues

On May 8, 2023, we entered into a separation benefits letter agreement (the “Rodrigues letter agreement”) with Mr. Rodrigues, pursuant to which, if Mr. Rodrigues is terminated by Embark without “cause” or due to his resignation for “good reason” (as such terms are defined in the Rodrigues letter agreement), subject to his execution and non-revocation of a release of claims and continued compliance with his obligations to us, including under his confidentiality and invention assignment agreement, Mr. Rodrigues will be entitled to receive a lump sum payment equal to six months base salary and 50 percent of any annual target bonus, if applicable, as well as up to six months of continued coverage under our group health plans as if he had remained employed.

Brandon Moak

On April 4, 2023, we entered into a separation benefits letter agreement (the “Moak letter agreement”) with Mr. Moak, pursuant to which, if Mr. Moak is terminated by Embark without “cause” or due to his

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resignation for “good reason” (as such terms are defined in the Moak letter agreement), subject to his execution and non-revocation of a release of claims and continued compliance with his obligations to us, including under his confidentiality and invention assignment agreement, Mr. Moak will be entitled to receive a lump sum payment equal to six months base salary and 50 percent of any annual target bonus, if applicable, as well as up to six months of continued coverage under our group health plans as if he had remained employed.

Siddhartha Venkatesan

On May 24, 2023, we entered into a retention bonus and separation letter agreement (the “Venkatesan letter agreement”) with Mr. Venkatesan, pursuant to which, if Mr. Venkatesan is terminated by Embark without “cause” (as defined in the Venkatesan letter agreement) or due to his resignation for “good reason” (as defined in the Venkatesan letter agreement, which includes, without limitation, if Embark files a definitive proxy statement relating to the special meeting prior to December 31, 2023, his voluntary resignation on or before the later of (x) December 31, 2023 and (y) 10 days following the date such definitive proxy statement was filed), subject to his execution and non-revocation of a release of claims and continued compliance with his obligations to us, including under his confidentiality and invention assignment agreement, Mr. Venkatesan will be entitled to receive a lump sum payment equal to six months base salary and 50 percent of any annual target bonus, if applicable, as well as up to six months of continued coverage under our group health plans as if he had remained employed. In the event that the filing of a definitive proxy statement relating to the special meeting occurs prior to December 31, 2023, and Mr. Venkatesan does not terminate his employment for good reason on or before the later of (i) December 31, 2023, or (ii) ten days following the filing of such definitive proxy statement, Mr. Venkatesan will not be entitled to the severance provided for under the Venkatesan letter agreement.

Additionally, the Venkatesan letter agreement provides that he will be eligible for the following retention bonuses, subject to his continued service through the applicable date:

•

$30,000, subject to his continued service through May 31, 2023;

•

$30,000, subject to his continued service through June 30, 2023;

•

$30,000, subject to his continued service through July 31, 2023; and

•

$250,000, subject to his continued service through filing of a definitive proxy statement relating to the special meeting, provided that such date occurs on or prior to December 31, 2023.

Employment Arrangements Following the Merger

As of the date of this proxy statement, none of our directors or executive officers have entered into an agreement with Applied, Merger Sub or any of their respective affiliates regarding the potential terms of their individual employment arrangements or other retention following the consummation of the merger, or the right to purchase or participate in the equity of the surviving corporation or one or more of its affiliates in connection with the merger. However, prior to the effective time of the merger, Applied, or its respective affiliates, may have discussions with certain of Embark’s employees (including certain of its executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of the surviving corporation or one or more of its affiliates in connection with the merger. Any such agreements will not increase or decrease the per share price paid to our stockholders in the merger.

Closing and Effective Time of the Merger

The closing of the merger will take place as soon as possible in accordance with the terms of the merger agreement, but no later than the second business day after the satisfaction or waiver of all of the conditions to closing of the merger, other than conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions at the closing, unless another time, date or place is agreed to in writing by the parties but, in no case (unless otherwise agreed by Applied and Embark) will the closing occur before the earlier of (i) August 4, 2023 and (ii) the date on which the United States District Court for the Northern District of California presiding over the legal proceeding

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captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC enters an order approving Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023. On the closing date of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as we, Applied and Merger Sub may agree and specify in such certificate of merger).

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of our common stock) who (1) do not vote in favor of the adoption of the merger agreement, (2) properly demand an appraisal of their applicable shares of our common stock prior to the vote on the adoption of the merger agreement, (3) continuously hold of record or own beneficially their applicable shares through the effective time of the merger, (4) otherwise comply with the procedures of Section 262, including by satisfying certain ownership thresholds set forth therein, and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions of Section 262, seek appraisal of their shares in connection with the merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” or to a “holder of shares” are to a record holder of shares of our common stock, all references in Section 262 and in this summary to a “beneficial owner” are to a person who is the beneficial owner of shares of our common stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to a “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders exercise their appraisal rights under Section 262. Stockholders (including beneficial owners of shares of our common stock) should carefully review the full text of Section 262 as well as the information discussed below.

Under Section 262, if the merger is completed, holders of record and beneficial owners of shares of our common stock who (1) submit a written demand for appraisal of such stockholder’s shares to Embark prior to the vote on the adoption of the merger agreement; (2) do not vote in favor of the adoption of the merger agreement; and (3) continuously hold of record or own beneficially such shares on the date of making the demand for appraisal through the effective time of the merger may be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, of the “fair value” of their shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to persons seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless (1) the total number of shares of our common stock entitled to appraisal exceeds one percent of the outstanding shares of our common stock as measured in accordance with subsection (g) of Section 262; or (2) the value of the merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the

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fair value of the shares subject to appraisal will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Embark’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any person who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the per share price described in the merger agreement without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Embark believes that if a person is considering exercising such rights, that person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

•

such person must not vote in favor of the proposal to adopt the merger agreement;

•

such person must deliver to Embark a written demand for appraisal before the vote on the merger agreement at the special meeting; and

•

such person must continuously hold of record or beneficially own the shares from the date of making the demand through the effective time of the merger (a person will lose appraisal rights if the person transfers the shares before the effective time of the merger).

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain with respect to such proposal.

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Embark, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold of record or beneficially own the shares on the date the written demand for appraisal is made and must continue to hold or own, as applicable, the shares through the effective time of the merger. Neither voting (in person or by proxy) against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement.

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A written demand for appraisal made by a stockholder of record must reasonably inform Embark of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. A written demand for appraisal made by a beneficial owner must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Embark Technology, Inc.
321 Alabama Street
San Francisco, California 94110
Attention: Corporate Secretary

At any time within 60 days after the effective date of the merger, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the per share price offered pursuant to the merger agreement, without interest and less any applicable withholding taxes, by delivering to Embark, as the surviving corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under Section 262(j) of the DGCL (a “reservation”); provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective time of the merger. If Embark, as the surviving corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

If the merger is completed, within 10 days after the effective time of the merger, the surviving corporation will notify each person who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders (including beneficial owners) should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our common stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our common stock within the time and in the manner prescribed in Section 262. If no petition for appraisal is filed with the Delaware Court of Chancery within

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120 days after the effective time of the merger, persons’ rights to appraisal shall cease, and all such persons will be entitled to receive the consideration offered pursuant to the merger agreement without interest.

Within 120 days after the effective time of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Embark has received demands for appraisal and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). The surviving corporation must send this statement to the requesting person within 10 days after receipt by the surviving corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the court, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Pursuant to Section 262(g) of the DGCL, the Delaware Court of Chancery will dismiss appraisal proceedings as to all persons who assert appraisal rights unless (1) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of our common stock as measured in accordance with Section 262(g) of the DGCL; or (2) the value of the merger consideration in respect of such shares exceeds $1 million.

Determination of Fair Value

Where proceedings are not dismissed, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest accrued before such voluntary cash payment, unless paid at that time. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and

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otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons seeking appraisal should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share price. Neither Embark nor Applied anticipates offering more than the per share price to any persons exercising appraisal rights, and each of Embark and Applied reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our common stock is less than the per share price.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of our common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, the person’s shares of our common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share price as provided in the merger agreement.

From and after the effective time of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of our common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The merger is expected to be accounted for as a “purchase business combination” for financial accounting purposes.

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Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of our common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the United States Internal Revenue Code of 1986, as amended (the “Code”). Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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tax consequences that may be relevant to holders who may be subject to special treatment under U.S. federal income tax laws, such as financial institutions; tax-exempt organizations; S corporations, partnerships and any other entity or arrangement treated as a partnership or pass-through entity for U.S. federal income tax purposes; insurance companies; controlled foreign corporations; passive foreign investment companies; mutual funds; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; holders who hold their common stock as “qualified small business stock” for purposes of Sections 1045 and 1202 of the Code; or certain former citizens or long-term residents of the United States;

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tax consequences to holders holding the shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

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tax consequences to holders who received their shares of our common stock in a compensatory transaction or pursuant to the exercise of options or warrants or whose common stock is subject to employment-based vesting;

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tax consequences to holders whose “functional currency” is not the U.S. dollar;

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tax consequences to holders who hold their common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States;

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tax consequences arising from the Medicare tax on net investment income;

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tax consequences to holders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of our common stock being taken into account in an “applicable financial statement” (as defined in the Code);

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the U.S. federal estate, gift or alternative minimum tax consequences, if any;

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any territory, state, local or non-U.S. tax consequences; or

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tax consequences to persons that do not vote in favor of the merger and who properly demand appraisal of their shares under Section 262.

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN

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TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY TERRITORY, STATE, LOCAL OR NON-U.S. TAX JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in section 7701(a)(30) of the Code; or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of shares of our common stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock.

Non-U.S. Holders

General

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of our common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. Subject to the discussion below relating to FATCA (as defined below), any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30 percent (or a lower rate under an applicable income tax treaty);

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such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the completion of the merger, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30 percent (or a lower rate under an applicable income tax treaty); or

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Embark is or has been a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (“USRPHC”), at any time within the shorter of the five-year period preceding the merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of our common stock (the “relevant period”) and, if shares of our common stock are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code),

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such Non-U.S. Holder owns (directly, indirectly or constructively) more than five percent of our common stock at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests (as defined in the Code) equals or exceeds 50 percent of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. For this purpose, U.S. real property interests generally include land, improvements and associated personal property. We believe that we have not been, and do not anticipate becoming, a USRPHC at any time during the five-year period preceding the merger. Non-U.S. Holders are encouraged to consult their own tax advisors regarding the possible consequences to them if we are a USRPHC.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code, and the Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless certain due diligence, reporting, withholding, and certification obligation requirements are satisfied. While withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of shares of our common stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. The U.S. Treasury Department has stated that taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Holders of our common stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of our common stock pursuant to the merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24 percent) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form); or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form); or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

The Voting and Support Agreements

On May 25, 2023, in connection with the execution of the merger agreement (1) Alex Rodrigues and Brandon Moak, solely in their capacity as stockholders of Embark, entered into the founder voting and support agreement with Embark and Applied and (2) affiliates of Sequoia Capital (Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P. and Sequoia Capital U.S. Venture XV Principals Fund, L.P.), one of Embark’s major investors, entered into the major stockholder voting and support agreement with Embark and Applied.

In total, the stockholders that signed the voting and support agreements represent approximately 73 percent of Embark’s outstanding voting power based on the number of shares of common stock outstanding as of May 23, 2023 and as of the record date.

Under the voting and support agreements, the stockholders party thereto have agreed to vote their shares of common stock in favor of the adoption of the merger agreement and against (i) any action or agreement that would reasonably be expected to result in any condition to the merger not being satisfied prior to August 23, 2023, (ii) any acquisition proposal or (iii) any reorganization, recapitalization, liquidation or winding-up of Embark or any other extraordinary transaction involving Embark that would reasonably be

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expected to prevent, materially delay or materially impair the ability of Embark to consummate the transactions contemplated by the merger agreement.

The voting and support agreements terminate automatically upon the earliest to occur of (i) the effective time of the merger; (ii) the valid termination of the merger agreement in accordance with its terms; or (iii) the effectiveness of any amendment, modification or supplement to the merger agreement that decreases the per share price, changes the form of the consideration payable to our stockholders pursuant to the merger, imposes any material restrictions or any additional material conditions or is otherwise adverse to the stockholders party to the voting and support agreements.

The foregoing description of the voting and support agreements is qualified in its entirety by reference to the full text of the founder voting and support agreement and major stockholder voting and support agreement, copies of which are attached as Annex C and Annex D hereto.

Delisting and Deregistration of Our Class A Common Stock and Embark Warrants

If the merger is completed, our Class A common stock and Embark warrants will no longer be traded on Nasdaq and will be deregistered under the Exchange Act. We will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC on account of our Class A common stock or Embark warrants.

No Regulatory Approvals

Additional Transactions

Prior to the closing of the merger, we and Applied have agreed in principle to lease certain hardware, sell certain assets such as furniture, and provide an exclusive license to certain data sets to Applied, with a total aggregate value that is estimated to be between $0.5 million and $3.0 million.

Litigation Relating to the Merger

On June 26, 2023, a purported stockholder of Embark filed a complaint in the Court of Chancery of the State of Delaware against Embark and the members of the Embark Board, captioned Hanshew v. Embark Technology, Inc., et al, Case No. 2023-0654, asserting claims for breach of fiduciary duty (the “Complaint”).

The Complaint seeks, among other relief, to enjoin Embark from proceeding with the special meeting unless and until Embark cures certain alleged disclosure deficiencies in this proxy statement, to recover damages, and for an award of attorneys’ fees and costs.

Embark believes that the allegations are without merit. Additional lawsuits arising out of the merger may be filed in the future. No assurances can be made as to the outcome of such lawsuits or the Complaint.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER

We are asking you to approve the adoption of the merger agreement and approval of the merger. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

The Embark Board unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If stockholders approve this proposal, we can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against adoption of the merger agreement. Among other things, approval of the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting could mean that, even if we received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek stockholder approval to adjourn the special meeting if a quorum is not present. Finally, the chairperson of the special meeting is permitted by our bylaws to adjourn the special meeting even if our stockholders have not approved this proposal.

The Embark Board unanimously recommends that you vote “FOR” this proposal.

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THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The descriptions of the merger agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A. We encourage you to carefully read and consider the merger agreement, which is the legal document that governs the merger, in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement (1) were made only for purposes of the merger agreement and as of specific dates; (2) were made solely for the benefit of the parties to the merger agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by Applied and Embark in connection with negotiating the terms of the merger agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Applied by Embark in connection with the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between Applied and Embark rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. Our stockholders are not generally third-party beneficiaries under the merger agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Embark, Applied or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time of the merger. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Embark because Embark may take certain actions that are either expressly permitted in the confidential disclosure letter to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding Embark or Applied or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Embark and our business.

Closing and Effective Time of the Merger

Unless otherwise agreed by Applied and Embark, the closing of the merger will take place as promptly as practicable (and in no event later than the second business day) after the satisfaction or waiver (to the extent permitted under the merger agreement) of the last to be satisfied or waived of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent permitted under the merger agreement) of such conditions), but, in no case will the closing occur before the earlier of (i) August 4, 2023 and (ii) the date on which the United States District Court for the Northern District of California presiding over the legal proceeding captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC enters an order approving Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023.

On the closing date of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the applicable law of the State of Delaware. The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Embark, Applied and Merger Sub may agree and specify in such certificate of merger).

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Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger: (1) Merger Sub will be merged with and into Embark; (2) the separate existence of Merger Sub will cease; and (3) Embark will continue as the surviving corporation in the merger and as a wholly owned subsidiary of Applied. From and after the effective time of the merger, all the property, rights, privileges, immunities, powers, franchises and liabilities of Embark and Merger Sub are vested in the surviving corporation and the surviving corporation will continue to be governed by the laws of the State of Delaware.

The parties will take all necessary actions so that, at the effective time of the merger, the certificate of incorporation and bylaws of Embark are amended and restated as set forth in the certificate of merger attached to the merger agreement and the amended and restated bylaws attached to the merger agreement, respectively, until thereafter amended in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the surviving corporation.

The board of directors of the surviving corporation as of, and immediately following, the effective time of the merger will consist of the initial directors of Merger Sub, each to serve in accordance with the certificate of incorporation and bylaws of the surviving corporation until their successors shall have been duly elected or appointed and qualified. From and after the effective time of the merger, the initial officers of Merger Sub will be the officers of the surviving corporation, until their respective successors are duly appointed.

Conversion of Shares

Common Stock

Pursuant to the merger agreement, at the effective time of the merger, each share of our common stock outstanding immediately prior to the effective time of the merger (subject to certain exceptions, including shares of common stock owned by stockholders of Embark who have not voted in favor of the adoption of the merger agreement or approval of the merger and have properly exercised appraisal rights in accordance with Section 262) will be cancelled and extinguished and automatically converted into the right to receive $2.88 in cash without interest thereon, subject to applicable withholding taxes.

Warrants

Embark Options

Pursuant to the merger agreement, at the effective time of the merger, each outstanding vested in-the-money Embark option will automatically be cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of shares of common stock subject to such vested in-the-money Embark option multiplied by (2) the excess, if any, of $2.88 over the exercise price per share of such option, without interest and subject to applicable withholding or other taxes required by applicable law.Each outstanding Embark option that is not a vested in-the-money Embark option will automatically be cancelled at the effective time for no consideration.

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Embark RSUs

Pursuant to the merger agreement, at the effective time of the merger, each Embark RSU that is outstanding and vested (but not yet settled) or vests at the effective time of the merger, after taking into account any accelerated vesting in connection with the merger, will automatically be cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of shares of common stock underlying such vested Embark RSU, multiplied by (2) $2.88, without interest and subject to applicable withholding or other taxes required by applicable law. Each Embark RSU that is not vested at the effective time of the merger will be automatically cancelled at the effective time of the merger for no consideration.

Embark PSUs

Pursuant to the merger agreement, at the effective time of the merger, each outstanding Embark PSU will automatically be cancelled for no consideration.

Paying Agent, Exchange Fund and Exchange and Payment Procedures

Promptly following the closing of the merger (and in any event within three business days following the closing of the merger), Applied and the surviving corporation will cause Continental to mail or otherwise provide to each holder of record (as of immediately prior to the effective time of the merger) of a share certificate or uncertificated share of our common stock (other than dissenting shares and shares owned by Embark, Applied, Merger Sub or their subsidiaries), or a warrant certificate, or uncertificated warrant, (i) instructions for use in effecting the surrender of the share certificates, uncertificated shares, warrant certificates or uncertificated warrants, as applicable, in exchange for the merger consideration payable for such securities, and (ii) in the case of a holder of record of share certificates or warrant certificates, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the share certificate (or affidavits of loss in lieu thereof)).

Upon surrender of share certificates or warrant certificates for cancellation to Continental, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such share certificates or warrant certificates will be entitled to receive their applicable portion of the merger consideration (less any applicable withholding taxes deductible in respect thereof), and the share certificates and warrant certificates so surrendered will be cancelled.

Upon receipt of an “agent’s message” by Continental (or such other evidence, if any, of transfer as Continental may reasonably request) in the case of uncertificated shares and uncertificated warrants, the holders of such uncertificated shares and uncertificated warrants will be entitled to receive their applicable portion of the merger consideration (less any applicable withholding taxes deductible in respect thereof), and such uncertificated shares and uncertificated warrants so surrendered will be cancelled.

Continental will accept certificated shares, uncertificated shares, warrant certificates and uncertificated warrants upon compliance with the reasonable terms and conditions as Continental may impose to cause an orderly exchange of the certificated shares, uncertificated shares, warrant certificates and uncertificated warrants in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the certificated shares, uncertificated shares, warrant certificates and uncertificated warrants on the merger consideration payable in exchange for such certificated shares, uncertificated shares, warrant certificates and uncertificated warrants.

Until surrendered, all outstanding certificated shares, uncertificated shares, warrant certificates and uncertificated warrants will be deemed from and after the effective time of the merger to evidence only the right to receive their applicable portion of the merger consideration, without interest thereon.

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Any cash deposited with Continental that remains undistributed to the holders of share certificates, warrant certificates, uncertificated shares or uncertificated warrants on the date that is one year after the closing date of the merger will be delivered to Applied upon demand, and any holders of our common stock or warrants that were issued and outstanding immediately prior to the effective time of the merger who have not previously surrendered or transferred their share certificates, warrant certificates, uncertificated shares or uncertificated warrants for exchange will look solely to Applied for payment of their applicable portion of merger consideration payable in respect of the share certificates, warrant certificates, uncertificated shares or uncertificated warrants (subject to abandoned property, escheat or similar laws), as general creditors of Applied.

In the event that any share certificates or warrant certificates have been lost, stolen or destroyed, Continental will issue the holder of such certificate or warrant certificate the merger consideration payable to such person under the merger agreement upon the making of an affidavit of that share certificate or warrant certificate has been lost, stolen or destroyed by the holder. Applied or Continental may, in its discretion and as a condition precedent to the payment of such consideration, require the owners of such lost, stolen or destroyed share certificates or warrant certificates to deliver a bond in a reasonable amount as it may direct as indemnity against any claim that may be made against Applied, the surviving corporation or Continental with respect to the share certificates or warrant certificates alleged to have been lost, stolen or destroyed.

Representations and Warranties

The merger agreement contains representations and warranties of Embark, Applied and Merger Sub. Some of the representations and warranties in the merger agreement made by Embark are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the merger agreement, “Company Material Adverse Effect” means any change, event, condition, development, occurrence, effect or circumstance (an “effect”) that, individually or taken together with all other effects that exist at the date of determination of the occurrence of the Company Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the intellectual property, assets, liabilities or financial condition of Embark or its subsidiaries, taken as a whole. No effects arising out of or resulting from the following (by itself or when aggregated) will be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur (subject to the limitations set forth below):

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general economic conditions in the United States or any other country or region in the world, or conditions in the global economy generally, including inflation or any changes in the rate of increase or decrease of inflation (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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conditions in the financial markets, credit markets, equity markets, debt markets, currency markets or capital markets in the United States or any other country or region in the world, including (a) changes in interest rates or credit ratings in the United States or any other country; (b) changes in exchange rates for the currencies of any country; or (c) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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conditions in the industries in which Embark and its subsidiaries conduct business or in any specific jurisdiction or geographical area in which Embark and its subsidiaries conduct business, or changes in such conditions, including the development, continuation or worsening of supply chain disruptions (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries

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conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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regulatory, legislative or political conditions (including anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions) in the United States or any other country or region in the world (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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any geopolitical conditions, outbreak of hostilities, armed conflicts, civil unrest, civil disobedience, acts of war, sabotage, terrorism (including cybercrime, cyberattack or cyberterrorism) or military actions (including, in each case, any escalation or worsening of any of the foregoing) in the United States or any other country or region in the world, including an outbreak or escalation of hostilities involving the United States or any other governmental authority or the declaration by the United States or any other governmental authority of a national emergency or war (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires, nuclear incidents, foreign or domestic social protest or social unrest (whether or not violent), or other natural or man-made disasters, weather conditions, power outages or other force majeure events in the United States or any other country or region in the world (or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities) (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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pandemics (including the COVID-19 pandemic), epidemics, plagues, contagious disease outbreaks or other comparable events (including quarantine restrictions mandated or recommended by any governmental authority, or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities (including COVID-19 measures)) in the United States or any other country or region in the world (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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the execution, delivery, announcement or performance of the merger agreement or the pendency of the merger and the transactions contemplated thereby, including the impact thereof on the relationships, contractual or otherwise, of Embark and its subsidiaries with employees (including any employee attrition), suppliers, customers, partners, partners, lenders, lessors, vendors, governmental authorities or any other third person;

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the compliance by Embark with the terms of the merger agreement, including any action taken or refrained from being taken pursuant to or in accordance with the merger agreement;

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any action taken or refrained from being taken at the written request of Applied or resulting from Applied’s failure to grant any approval or consent requested by Embark to take any action restricted or prohibited by the merger agreement;

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changes or proposed changes in GAAP or other accounting standards or law (or the enforcement or interpretation of any of the foregoing), including the adoption, implementation, repeal, modification, reinterpretation or proposal thereof, changes in the regulatory accounting requirements applicable to any industry in which Embark and its subsidiaries operate (including the adoption, implementation, repeal, modification, reinterpretation or proposal thereof), or any action taken for the purpose of

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complying with GAAP or any law (including any action taken or not taken as required by any law, governmental authority or otherwise to respond to any political condition, force majeure event, or health crisis) (except to the extent that such effect has had a materially disproportionate adverse effect on Embark relative to the comparable companies operating in the industry in which Embark and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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changes in the price or trading volume of Embark’s Class A common stock, in and of itself (it being understood that any cause of such change may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under such definition);

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any failure, in and of itself, by Embark and its subsidiaries to meet (A) any public estimates or expectations of Embark’s revenue, earnings or other financial performance or results of operations for any period; or (B) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under such definition);

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any (a) legal proceedings commenced or threatened by any person against Embark, Applied or Merger Sub relating to the merger or other transactions contemplated by the merger agreement or (b) other legal proceeding threatened, made or brought by any of Embark’s current or former stockholders (on their own behalf or on behalf of Embark) against Embark, any of its stockholders, executive officers or other employees or any member of the Embark Board (or any affiliates of any of the foregoing);

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any breach by Applied or Merger Sub of the merger agreement; or

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actions taken that are expressly described in a strategic alternatives disclosure confidentially delivered by Embark to Applied.

In the merger agreement, Embark has made customary representations and warranties to Applied and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and Embark’s confidential disclosure letter to the merger agreement. These representations and warranties relate to, among other things:

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organization and qualification of Embark and its subsidiaries;

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Embark’s capitalization and ownership of its subsidiaries;

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corporate power and authority;

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the nature of the required approval of Embark’s stockholders;

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the approval of the Transaction Committee and the Embark Board;

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the absence of conflicts with applicable laws, organizational documents and certain agreements;

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required consents and regulatory filings and approvals in connection with the merger agreement;

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Embark’s SEC reports and financial statements;

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Embark’s disclosure controls and procedures;

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the absence of undisclosed liabilities;

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the absence of certain changes;

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the accuracy of the information contained in this proxy statement;

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legal proceedings;

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compliance with law and orders;

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permits;

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employee benefit plans;

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employee and labor matters;

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environmental matters;

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real property and Embark’s title to assets;

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tax matters;

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material contracts;

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intellectual property and privacy matters;

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brokers;

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the opinion of Embark’s financial advisor;

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insurance policies;

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related person transactions; and

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TID U.S. business classification matters (as defined in the merger agreement).

In the merger agreement, Applied and Merger Sub have made customary representations and warranties to Embark that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and Applied’s confidential disclosure letter to the merger agreement. These representations and warranties relate to, among other things:

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organization and qualification of Applied and Merger Sub;

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corporate power and authority;

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the absence of conflicts with applicable laws, organizational documents and certain agreements;

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required consents and regulatory filings and approvals in connection with the merger agreement;

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the absence of legal proceedings or orders;

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ownership of Embark capital stock;

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brokers;

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operations of Merger Sub;

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the nature of the required approval of Applied stockholders;

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the sufficiency of funds available to Applied;

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stockholder and management arrangements;

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solvency; and

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foreign person status.

The representations and warranties of each of Embark, Applied and Merger Sub contained in the merger agreement will not survive the consummation of the merger.

Conduct of Business Pending the Merger

Other than as contemplated by the merger agreement, set forth in Embark’s confidential disclosure letter to the merger agreement or agreed to in writing by Applied or as may be required by law, from the date of the merger agreement to the earlier of the effective time of the merger or the date, if any, of termination of the merger agreement, Embark has agreed (except with respect to actions or omissions that constitute COVID-19 measures under the merger agreement) (1) to use its commercially reasonable efforts to preserve intact its material assets, properties, and contracts and (2) to not and to cause each of Embark’s subsidiaries not to:

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(i) except for the actions expressly described in certain portions of Embark’s strategic alternative disclosure made confidentially to Applied, sell, lease, exclusively license, transfer or dispose of any material assets of Embark and its subsidiaries (except, in the case of any of the foregoing, pursuant to (A) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Embark and its subsidiaries or (B) pursuant to any material contract of Embark. For purposes of the merger agreement, a material contract of Embark is defined as all contracts set forth, or required to be set forth, in Section 3.16(a) of Embark’s confidential disclosure letter and contracts that would be required to be filed by Embark as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), or disclosed as a “material contract” on Form 8-K or has been or would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act) or (ii) mortgage, pledge or otherwise encumber any assets or create any liens thereon;

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except as otherwise permitted pursuant to an exception to the covenants contained in Section 5.1 of the merger agreement, (i) accelerate, terminate or cancel any material contract of Embark, (ii) grant a material waiver or release, or assign any material right, obligation or claim under, any material contract of Embark, (iii) amend or modify any material contract of Embark in a manner that is adverse in any material respect to Embark and its subsidiaries, or (iv) enter into any contract which, if entered into prior to the date of the merger agreement would have been a material contract of Embark;

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acquire or agree to acquire (by merger, consolidation or otherwise), or purchase an equity interest in or agree to purchase an equity interest in, or purchase or agree to purchase any asset of, or acquire an exclusive license of, any business, corporation, partnership, association or other business organization or division thereof;

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amend the charter or bylaws or the respective organizational documents of Embark or any of Embark’s subsidiaries;

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(i) establish a record date for, declare, set aside or pay any dividend or other distribution payable in cash, capital stock, property or otherwise with respect to any shares of its capital stock or other equity or voting interests, or make any other actual, constructive or deemed distribution in respect of its capital stock or other equity or voting interests, except for dividends or other distributions by a direct or indirect wholly owned subsidiary of Embark to its parent, (ii) pledge or encumber any of its capital stock or other equity or voting interests, or (iii) modify the terms of any of its capital stock or other equity or voting interests;

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repurchase, redeem or otherwise reacquire any shares of our common stock, other equity securities of Embark, other ownership interests of any options, warrants or rights to acquire any such stock, securities or interests of Embark, other than in connection with (i) transactions involving only wholly owned subsidiaries of Embark in the ordinary course of business consistent with past practice, (ii) repurchases or reacquisitions of shares of Embark’s common stock at the lower of the original exercise price or the current fair market value of a share of Embark’s common stock pursuant to Embark’s right to repurchase or reacquire shares of common stock held by employees or other service providers of Embark and its subsidiaries in connection with termination of such person’s employment or engagement by Embark, (iii) net share withholding of taxes from employees of Embark and its subsidiaries in payment of withholding tax upon the settlement of any restricted stock units granted under any of Embark’s equity plans, or (iv) the cashless or net exercise of any Embark options, in each case of clauses (ii), (iii) and (iv), pursuant to the terms of such awards;

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split, combine or reclassify any outstanding shares of Embark’s capital stock;

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issue, sell, dispose of or authorize, propose or agree to the issuance, sale or disposition by Embark or any of its subsidiaries of, any shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable for any shares of, Embark’s capital stock, or any other securities in respect of, in lieu of, or in substitution for any class of its capital stock outstanding on the date hereof, except (i) for Embark’s Class A common stock issuable upon exercise or conversion of any options to purchase shares of Embark’s Class A common stock, including those granted under any of Embark’s equity plans, or other convertible securities outstanding

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as of the date hereof or issued or granted without material breach of the terms of the merger agreement, or (ii) for the settlement of Embark’s restricted stock units;

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incur any indebtedness, or guarantee, assume or otherwise become responsible for any such indebtedness of another person, except for (i) loans or advances between members of Embark and its subsidiaries, and (ii) interest, fees, costs, and similar amounts accrued pursuant to any financing arrangement in effect on or prior to the date of the merger;

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make any loans or advances, except (i) to or for the benefit of a member of Embark and its subsidiaries or (ii) for advances for reimbursable employee or contractor expenses in the ordinary course of business consistent with past practices;

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except to the extent required by the specific terms of Embark’s benefit plans, (i) grant or amend any severance or termination pay to any current or former service provider, (ii) grant any incentive, bonus, equity or equity-based, or other similar awards, or accelerate the funding, vesting or payment of any compensation or benefit or make any increase in the salaries, bonuses or other compensation or benefits to any current or former service provider, (iii) adopt, amend, establish or enter into any material plan, policy or arrangement for the current or future benefit of any current or former service provider that would be a benefit plan if it were in existence on the date of the merger agreement, or (iv) hire or terminate (other than for cause) any service provider of Embark or any of its subsidiaries;

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execute, enter into, negotiate or amend any labor agreement;

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other than as required by GAAP (as determined by Embark’s independent auditor), revalue in any material respect any of its properties or assets, or change its tax accounting methods, principles or practices;

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(i) amend any income or other material tax return, (ii) make, change or revoke any material tax election, (iii) settle or compromise any material tax claim or assessment by any governmental authority, except to the extent that any such settlement or compromise does not exceed the amount of any tax reserves that have been established in Embark’s SEC reports (as defined in the merger agreement), (iv) surrender any right to claim a material tax refund, or (v) consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;

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settle, compromise or otherwise resolve any legal proceedings other than the compromise or settlement of legal proceedings: that (i) (A) are for an amount for each such compromise or settlement that is, individually, less than $25,000 and for all such compromises or settlements that is, in the aggregate, less than $100,000, and (B) does not impose any injunctive relief on Embark or any of its subsidiaries (other than customary non-monetary restrictions that are ancillary to the monetary relief granted) and does not involve the admission of wrongdoing by Embark, any of Embark’s subsidiaries or any of their respective officers or directors, or (ii) settled in compliance with Section 6.12 of the merger agreement;

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make or commit to make any capital expenditures other than pursuant to contracts in effect on or prior to the date of the merger agreement;

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propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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fail to maintain in all material respects its insurance policies;

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fail to take any action (including non-payment of fees) with respect to any registered intellectual property owned or purported to be owned by Embark and its subsidiaries with the relevant governmental authorities and domain name registrars that is reasonably necessary to maintain such registered intellectual property in full force and effect;

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(i) assign, transfer, sell, or dispose of or grant exclusive licenses to any material intellectual property owned by Embark, or (ii) terminate or transfer any license to Embark or its subsidiaries for any material third party intellectual property under a material contract of Embark, or under a contract entered into after the date of the merger agreement that would have been a material contract of Embark had it been entered into on or prior to the date of the merger agreement;

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grant rights or licenses in any of Embark’s intellectual property to any standards-setting organization (including any group or organization, such as special interest groups, forums, consortia, committees, working groups or associations) or to any third party in connection with the requirements of any standards-setting organization;

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request an adjournment, continuance, postponement, or delay (or consent to requests of the plaintiffs or any other party to any of the foregoing, or request that plaintiffs or any other party request any of the foregoing) of the District Court’s hearing in the legal proceeding captioned Hardy v. Embark Technology, Inc., et. al., Case No. 3:22-cv-02090-JSC to consider Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement, which was filed on May 17, 2023; or

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enter into, authorize any of, or agree or commit in writing to enter into a contract to take any of the actions listed above.

Restrictions on Solicitation of Other Acquisition Offers

Until the earlier of the effective time of the merger or the date, if any, of termination of the merger agreement, except as otherwise provided in the relevant provisions of the merger agreement, Embark and its subsidiaries will not, and will instruct their respective directors, executive officers and other representatives not to, and will not authorize or knowingly permit such persons to, directly or indirectly:

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approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

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enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition transaction, other than a confidentiality agreement executed, delivered and effective as of or after May 25, 2023, containing provisions that require any counterparty thereto (and any of its representatives) that receive material non-public information of Embark or its subsidiaries to keep such information confidential on terms at least as restrictive as the confidentiality agreement between Applied and Embark, provided that such confidentiality agreement may not include any provisions granting exclusivity to any person or

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prohibiting Embark from satisfying its obligations under the merger agreement or requiring Embark or its subsidiaries to pay or reimburse the fees and expenses of such other persons or its affiliates; or

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authorize, propose or commit to do any of the foregoing.

During the period commencing on the date of the merger agreement and continuing until the earlier of the effective time of the merger or the date, if any, of termination of the merger agreement, Embark will not be required to enforce, and will be permitted to waive, any provision of any standstill provision in any confidentiality agreement or contract solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Embark Board (or any committee thereof) if Embark has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable law.

Promptly (and in any event within five business days) following May 25, 2023, Embark was required to request that each person (other than Applied and its representatives) that has executed a confidentiality agreement in the seven months prior to May 25, 2023 in connection with its consideration of an acquisition proposal promptly return or destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to such person by or on behalf of Embark or its subsidiaries prior to May 25, 2023.

For purposes of this proxy statement and the merger agreement:

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“acquisition proposal” means any offer or proposal (other than an offer or proposal by the Applied, Merger Sub or any of their affiliates) to engage in an acquisition transaction.

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“acquisition transaction” means any transaction or series of related transactions (other than the transactions contemplated hereby) involving:

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any direct or indirect purchase or other acquisition by any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons, whether from Embark or any other person(s), of securities representing more than 15 percent of the total outstanding shares of any class of voting or equity securities of Embark after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or “group” of persons that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning more than 15 percent of the total outstanding shares of any class of voting or equity securities of Embark after giving effect to the consummation of such tender or exchange offer;

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any direct or indirect purchase, or other acquisition (including by way of merger, amalgamation, consolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, exclusive license, extraordinary dividend or reorganization) by any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons of assets constituting or accounting for more than 15 percent of the consolidated assets, Embark’s owned intellectual property, revenue or net income of Embark and its subsidiaries, taken as a whole (measured by the fair market value thereof as of the date of such purchase or acquisition);

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any merger, amalgamation, consolidation, business combination, joint venture, recapitalization, reorganization, liquidation, dissolution or other transaction involving Embark pursuant to which the stockholders of Embark immediately preceding such transaction hold securities representing less than 85 percent of the total outstanding shares of any class of voting or equity securities of Embark after giving effect to the consummation of such transaction; or

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any combination of the foregoing.

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“superior proposal” means any bona fide acquisition proposal for an acquisition transaction on terms that the Embark Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel), if consummated, would be more favorable, from a financial point of view, to our stockholders (in their capacity as such) than the merger taking into account (a) any revisions to the merger agreement made or proposed in writing by Applied prior to the time of such determination, and (b) those factors and matters deemed relevant in good

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faith by the Embark Board (or any committee thereof), which factors shall include the legal, regulatory and financing aspects of the proposal (including certainty of, and timing of, closing), and the identity of the person making the proposal. For purposes of the reference to an “acquisition proposal” in this definition, all references to “15%” and “85% in the definition of “acquisition transaction” will be deemed to be references to “50%” and “50%” respectively.

The Embark Board’s Recommendation

The Transaction Committee, after considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Embark Board; Reasons for the Merger,” unanimously: (1) determined that it was in the best interests of Embark and its stockholders to enter into the merger agreement upon and subject to the conditions set forth in the merger agreement; (2) approved, adopted and declared advisable the merger agreement and the merger; and (3) resolved to recommend that the Embark Board approve and adopt the merger agreement and the merger.

The Embark Board, acting upon the unanimous recommendation of the Transaction Committee and after considering various factors described in the section