Основная статистика
| LEI | 549300NVUJ89UY1TGM94 |
| CIK | 1827980 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Genesis Acquisition Corp. II Units, each consisting of one share of common stock and one-th
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39881 Embark Technology, Inc. (Exact name of registrant as specified in |
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| August 7, 2023 |
EMBK / Embark Technology Inc - Class A / Rodrigues Alex - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| August 7, 2023 |
EMBK / Embark Technology Inc - Class A / Moak Brandon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Embark Technology, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| August 3, 2023 |
EMBK / Embark Technology Inc - Class A / SC US (TTGP), LTD. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) SC US (TTGP), Ltd. 2800 Sand Hill Road Suite 101 Menlo Park, CA 94025 Attention: Roelof Botha Tele |
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| August 2, 2023 |
Form 25 |
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| August 2, 2023 |
SECOND AMENDED AND RESTATED EMBARK TECHNOLOGY, INC. Adopted August 2, 2023 Table of Contents Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS of EMBARK TECHNOLOGY, INC. Adopted August 2, 2023 Table of Contents Page ARTICLE I OFFICES 3 Section 1.01 Registered Office 3 Section 1.02 Principal Office and Other Offices 3 ARTICLE II STOCKHOLDERS 3 Section 2.01 Annual Meeting 3 Section 2.02 Special Meetings 3 Section 2.03 Notice of Meetings 3 Section 2.04 Quorum; Adjournment 4 Section 2.05 Conduc |
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| August 2, 2023 |
As filed with the Securities and Exchange Commission on August 2, 2023 As filed with the Securities and Exchange Commission on August 2, 2023 Registration No. |
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| August 2, 2023 |
As filed with the Securities and Exchange Commission on August 2, 2023 As filed with the Securities and Exchange Commission on August 2, 2023 Registration No. |
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| August 2, 2023 |
As filed with the Securities and Exchange Commission on August 2, 2023 As filed with the Securities and Exchange Commission on August 2, 2023 Registration No. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number |
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| August 2, 2023 |
Exhibit 3.1 THIRD RESTATED CERTIFICATE OF INCORPORATION OF EMBARK TECHNOLOGY, INC. (a Delaware corporation) ARTICLE I The name of this corporation is Embark Technology, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| July 10, 2023 |
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 Amendment No. 1 Filed by the Registrant x 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)) x Defini |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| July 6, 2023 |
Exhibit 10.2 CONTRACTOR AGREEMENT This Contractor Agreement (this “Agreement”) is entered into by and between Embark Technology, Inc., a Delaware corporation (“Company”) and Siddhartha Venkatesan (“Contractor”) effective as of date this Agreement is fully executed (the “Effective Date”). 1. SERVICES; PAYMENT; NO VIOLATION OF RIGHTS OR OBLIGATIONS. Contractor agrees to undertake and complete the Se |
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| July 6, 2023 |
Exhibit 10.1 EMBARK TRUCKS INC. June 30, 2023 Siddhartha Venkatesan [***] Dear Sid: This letter (the “Agreement”) confirms the agreement between you and Embark Trucks, Inc. (the “Company”) regarding the termination of your employment with the Company. 1. Termination Date. Your employment with the Company will terminate on June 30, 2023 (the “Termination Date”). 2. Effective Date. You have forty fi |
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| June 26, 2023 |
TABLE OF CONTENTS 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)) ☒ Defi |
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| June 16, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Embark Technology, Inc. |
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| June 16, 2023 |
TABLE OF CONTENTS 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)) ☐ Defi |
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| June 7, 2023 |
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 x 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 State |
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| June 6, 2023 |
EMBK / Embark Technology Inc - Class A / Moak Brandon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| June 6, 2023 |
EMBK / Embark Technology Inc - Class A / Rodrigues Alex - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| June 1, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 14 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| June 1, 2023 |
EMBK / Embark Technology Inc - Class A / Rodrigues Alex - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| June 1, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 15 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| June 1, 2023 |
Embark Technology, Inc. May 24, 2023 Exhibit 10.1 Embark Technology, Inc. May 24, 2023 via electronic mail Sid Venkatesan Re: Retention Bonus & Separation Benefits Dear Sid: You are receiving this letter (this “Letter”) because Embark Trucks Inc. (the “Company”) has determined to provide you with certain (a) retention bonuses as well (b) separation benefits to which you may become eligible upon certain terminations of your employment |
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| June 1, 2023 |
EMBK / Embark Technology Inc - Class A / Moak Brandon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Embark Technology, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and T |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
EMBK / Embark Technology Inc - Class A / SC US (TTGP), LTD. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) SC US (TTGP), Ltd. 2800 Sand Hill Road Suite 101 Menlo Park, CA 94025 Attention: Roelof Botha Tele |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
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 x 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 State |
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| May 26, 2023 |
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 x 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 State |
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| May 25, 2023 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company signatory hereto (the “Supporting Stockholders”). RECITALS WHEREAS, concurrently with |
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| May 25, 2023 |
AMENDMENT TO WARRANT AGREEMENT Exhibit 4.1 AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of May 25, 2023, by and between Embark Technology, Inc. (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized terms used but not d |
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| May 25, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company signatory hereto (the “Supporting Stockholder”). RECITALS WHEREAS, concurrently with th |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| May 25, 2023 |
AMENDMENT TO WARRANT AGREEMENT Exhibit 4.1 AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of May 25, 2023, by and between Embark Technology, Inc. (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized terms used but not d |
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| May 25, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among APPLIED INTUITION, INC. AZARA MERGER SUB, INC. and EMBARK TECHNOLOGY, INC. Dated as of May 25, 2023 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 The Merger 2 1.2 The Effective Time 2 1.3 The Closing 2 1.4 Effect of the Merger 2 1.5 Certificate of Incorporation and Bylaws 2 1.6 Directors and Officers 3 Article II CONVERSION OF STOCK; SURREN |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| May 25, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company signatory hereto (the “Supporting Stockholder”). RECITALS WHEREAS, concurrently with th |
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| May 25, 2023 |
Exhibit 99.1 Applied Intuition, Inc. to Acquire Embark Technology, Inc. to Enhance Its Products for Autonomous Vehicle Development Mountain View, Calif., May 25, 2023 - Applied Intuition, Inc., a tooling and software provider for autonomous vehicle development, and Embark Technology, Inc. (NASDAQ: EMBK), an autonomous trucking software company, today announced that the companies have entered into |
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| May 25, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among APPLIED INTUITION, INC. AZARA MERGER SUB, INC. and EMBARK TECHNOLOGY, INC. Dated as of May 25, 2023 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 The Merger 2 1.2 The Effective Time 2 1.3 The Closing 2 1.4 Effect of the Merger 2 1.5 Certificate of Incorporation and Bylaws 2 1.6 Directors and Officers 3 Article II CONVERSION OF STOCK; SURREN |
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| May 25, 2023 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company signatory hereto (the “Supporting Stockholders”). RECITALS WHEREAS, concurrently with |
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| May 25, 2023 |
Exhibit 99.1 Applied Intuition, Inc. to Acquire Embark Technology, Inc. to Enhance Its Products for Autonomous Vehicle Development Mountain View, Calif., May 25, 2023 - Applied Intuition, Inc., a tooling and software provider for autonomous vehicle development, and Embark Technology, Inc. (NASDAQ: EMBK), an autonomous trucking software company, today announced that the companies have entered into |
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| May 18, 2023 |
EMBK / Embark Technology Inc - Class A / SC US (TTGP), LTD. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) SC US (TTGP), Ltd. 2800 Sand Hill Road Suite 101 Menlo Park, CA 94025 Attention: Douglas M. Leone |
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| May 15, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 13 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) 8 |
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| May 10, 2023 |
exhibit101-formseveranc US-DOCS\141542860.1 Embark Technology, Inc. May 8, 2023 Alex Rodrigues Re: Separation Benefits Dear Alex, You are receiving this letter (this “Letter”) because Embark Trucks Inc. (the “Company”) has determined to provide you with certain separation benefits to which you may become eligible upon certain terminations of your employment with the Company, subject to the terms a |
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| May 10, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 12 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| May 10, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 11 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number |
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| April 6, 2023 |
Embark Technology, Inc. April 4, 2023 Exhibit 10.1 Embark Technology, Inc. April 4, 2023 Brandon Moak Re: Separation Benefits Dear Brandon: You are receiving this letter (this “Letter”) because Embark Trucks Inc. (the “Company”) has determined to provide you with certain separation benefits to which you may become eligible upon certain terminations of your employment with the Company, subject to the terms and conditions set forth in t |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| April 6, 2023 |
Embark Technology, Inc. April 4, 2023 Exhibit 10.1 Embark Technology, Inc. April 4, 2023 Brandon Moak Re: Separation Benefits Dear Brandon: You are receiving this letter (this “Letter”) because Embark Trucks Inc. (the “Company”) has determined to provide you with certain separation benefits to which you may become eligible upon certain terminations of your employment with the Company, subject to the terms and conditions set forth in t |
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| April 6, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 10 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pro |
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| March 29, 2023 |
424B3 1 embark-424b3wrapperfor10xk.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 9 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333 |
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| March 28, 2023 |
Exhibit 10.30 EMBARK TRUCKS, INC. 424 TOWNSEND STREET SAN FRANCISCO, CA 94107 February 24, 2021 Elaine Chao Dear Elaine: As we discussed, subject to the approval of the Board of Directors (the “Board”) of Embark Trucks, Inc. (the “Company”), we would be pleased to have you serve as a member of our Board and any applicable committees thereof. We appreciate your willingness to serve the Company in t |
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| March 28, 2023 |
Form of Director Indemnification Agreement. Exhibit 10.32 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 2021 between Embark Trucks Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protectio |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39881 Embark Technology, Inc. (Exact name of registrant |
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| March 28, 2023 |
Exhibit 10.31 Embark Trucks, Inc. 424 Townsend Street San Francisco, CA 94107 September 7, 2021 Via electronic mail Patricia Chiodo [email protected] Dear Patricia: As we discussed, subject to the approval of the Board of Directors (the “Board”) of Embark Trucks, Inc. (the “Company”), we would be pleased to have you serve as a member of our Board, the Chair of our audit committee and a membe |
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| March 17, 2023 |
EMBK / Embark Technology Inc - Class A / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Embark Technology, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 29079J103 (CUSIP Number) March 09, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| March 8, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 7 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms used in this pros |
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| March 8, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 8 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| March 3, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 7 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2023 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39881 85-3343695 (State or other jurisdiction of incorporation) (Commission F |
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| March 3, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 6 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms used in this pros |
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| February 14, 2023 |
EMBK / Northern Genesis Acquisition Corp II / Data Collective IV, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236263d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Embark Technology, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 290 |
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| February 14, 2023 |
EMBK / Northern Genesis Acquisition Corp II / TIGER GLOBAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 18, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 6 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms |
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| November 18, 2022 |
Restricted Stock Unit Award Agreement US-DOCS\130073772.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL Section 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. Section 1.2 Incorporatio |
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| November 8, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 5 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms |
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| November 8, 2022 |
Restricted Stock Unit Award Agreement US-DOCS\130073772.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL Section 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. Section 1.2 Incorporatio |
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| November 8, 2022 |
US-DOCS\130073772.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL Section 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. Section 1.2 Incorporatio |
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| November 8, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 5 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms |
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| November 8, 2022 |
Restricted Stock Unit Award Agreement US-DOCS\130073772.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL Section 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. Section 1.2 Incorporatio |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file nu |
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| November 8, 2022 |
Exhibit 99.1 Embark Announces Third Quarter 2022 Financial Results ? Embark Coverage Map Expands to Launch Coast-to-Coast Autonomous Trucking Network ? ? Embark Completes Reverse Stock Split at a Ratio of 1-for-20 ? ? Embark Appoints Penny Herscher as Independent Board Chairperson ? SAN FRANCISCO, Calif., ? November 8, 2022 ? Embark Technology, Inc. (Nasdaq: EMBK) (?Embark?), a leading developer o |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Numb |
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| September 27, 2022 |
Raising the bar for road safety: Enhanced inspections for autonomous trucks Alex Rodrigues Co-Founder & CEO September 27th, 2022 2 DISCLAIMER This presentation (the "presentation") is being delivered to you by Embark Technology, Inc. |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Nu |
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| September 13, 2022 |
Inc. Non-Employee Director Compensation Policy Adopted 9/07/22 US-DOCS\127488811.3 EMBARK TECHNOLOGY, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of Embark Technology, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Polic |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Num |
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| August 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 4 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms used in this pros |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Numbe |
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| August 16, 2022 |
EMBK Class A common stock will begin trading on a split-adjusted basis on August 17, 2022 Exhibit 99.1 Embark Technology Announces Completion of Reverse Stock Split EMBK Class A common stock will begin trading on a split-adjusted basis on August 17, 2022 SAN FRANCISCO, Calif., August 16, 2022 ? Embark Technology, Inc. (Nasdaq: EMBK, ?Embark? or the ?Company?), a leading developer of autonomous technology for the trucking industry, today announced that a reverse split of its common stoc |
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| August 16, 2022 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMBARK TECHNOLOGY, INC. Embark Technology, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: That Article IV of the Second Amended and Restated Certificate of Incorporatio |
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| August 16, 2022 |
Press Release dated August 16, 2022 Exhibit 99.1 Embark Technology Announces Completion of Reverse Stock Split EMBK Class A common stock will begin trading on a split-adjusted basis on August 17, 2022 SAN FRANCISCO, Calif., August 16, 2022 ? Embark Technology, Inc. (Nasdaq: EMBK, ?Embark? or the ?Company?), a leading developer of autonomous technology for the trucking industry, today announced that a reverse split of its common stoc |
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| August 16, 2022 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMBARK TECHNOLOGY, INC. Embark Technology, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: That Article IV of the Second Amended and Restated Certificate of Incorporatio |
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| August 16, 2022 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMBARK TECHNOLOGY, INC. Embark Technology, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: That Article IV of the Second Amended and Restated Certificate of Incorporatio |
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| August 16, 2022 |
Press Release dated August 16, 2022 Exhibit 99.1 Embark Technology Announces Completion of Reverse Stock Split EMBK Class A common stock will begin trading on a split-adjusted basis on August 17, 2022 SAN FRANCISCO, Calif., August 16, 2022 ? Embark Technology, Inc. (Nasdaq: EMBK, ?Embark? or the ?Company?), a leading developer of autonomous technology for the trucking industry, today announced that a reverse split of its common stoc |
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| August 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 5 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number |
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| August 12, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 3 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms |
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| August 12, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 4 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Numbe |
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| August 11, 2022 |
Exhibit 99.1 Embark Announces Second Quarter 2022 Financial Results — Embark Has Perfect Safety Record In NHTSA ADS Crash Data Release — — Embark Completes Successful Public Demonstration of Emergency Vehicle Interaction Capability — — Embark Revises 2022 Free Cash Flow Spend on Process Improvements and Efficiencies and Extends Operational Runway— SAN FRANCISCO, Calif., – August 11, 2022 – Embark |
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| July 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| July 29, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 2 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms used in this pros |
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| July 29, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 3 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| July 15, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant?????Filed by a party other than the Registrant??? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for |
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| July 1, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant?????Filed by a party other than the Registrant??? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for |
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| June 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265338 Prospectus Supplement No. 1 (To Prospectus dated June 13, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 13, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265338). Capitalized terms used in this pros |
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| June 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 2 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 (June 9, 2022) Embark Technology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-39881 (Commissi |
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| June 13, 2022 |
PROSPECTUS FOR 30,450,000 SHARES OF CLASS A COMMON STOCK OF EMBARK TECHNOLOGY, INC. TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-265338? PROSPECTUS FOR 30,450,000 SHARES OF CLASS A COMMON STOCK OF? EMBARK TECHNOLOGY, INC.? This prospectus relates to the potential offer and sale from time to time by CF Principal Investments LLC (?Cantor? or the ?Shareholder?) of up to 30,450,000 shares of Class A common stock, par value $0.0001 per share (t |
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| June 10, 2022 |
Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 June 10, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Embark Technology, Inc. Registration Statement on Form S-1 Filed May 31, 2022 File No. 333-265338 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 193 |
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| June 8, 2022 |
As filed with the Securities and Exchange Commission on June 7, 2022. As filed with the Securities and Exchange Commission on June 7, 2022. Registration No. 333-265338 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Embark Technology, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7373 85-3343695 (State or other jurisdiction of (Primary S |
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| June 7, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 2 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in this pros |
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| June 6, 2022 |
United States securities and exchange commission logo June 6, 2022 Richard Hawwa Chief Financial Officer Embark Technology, Inc. |
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| June 1, 2022 |
As filed with the Securities and Exchange Commission on May 31, 2022. Table of Contents As filed with the Securities and Exchange Commission on May 31, 2022. |
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| June 1, 2022 |
Exhibit 4.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 31, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and Embark Technology, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the condition |
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| June 1, 2022 |
Exhibit 10.23 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA March 15, 2021 Siddhartha Venkatesan Dear Siddhartha: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment with the Company on the terms described below. 1.Position. You will start in a full-time position as Chief Legal Officer and you will initially report to the Company?s CEO. By signing |
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| June 1, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) EMBARK TECHNOLOGY, INC. |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Embark Technology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-39881 (Commission File Number) |
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| June 1, 2022 |
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 31, 2022 is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and Embark Technology, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, d |
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| June 1, 2022 |
Exhibit 10.22 Execution Version ? EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA April 2, 2021 Richard Hawwa [***] ? Dear Richard: ? Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment with the Company on the terms described below. ? 1.Position. You will be employed in a full-time position as Chief Financial Officer and you will report to the Compa |
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| June 1, 2022 |
EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 15, 2021 Exhibit 10.24 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 15, 2021 Stephen Houghton [***] Dear Stephen: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment with the Company on the terms described below. ? 1.Position. You will start in a full-time position as Chief Operations and Fleet Officer and you will initially report to the Company?s Ch |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number |
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| May 11, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 1 (To Prospectus dated April 1, 2022) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 1, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number) |
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| May 10, 2022 |
Exhibit 99.1 Embark Announces First Quarter 2022 Financial Results ? Embark Commenced 24-Hour a Day Testing in Texas ? ? Embark Released Promising Snow Testing Results ? ? Embark Coverage Map Progressed with Partners Ryder and U.S. Xpress ? SAN FRANCISCO, Calif., ? May 10, 2022 ? Embark Technology, Inc. (Nasdaq: EMBK) (?Embark?), a leading developer of autonomous technology for the trucking indust |
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| April 26, 2022 |
DEFA14A 1 tm221849d2defa14a.htm DEFA14A 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 x 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 Ru |
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| April 26, 2022 |
TABLE OF CONTENTS 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 permi |
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| April 1, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-261324? PROSPECTUS FOR 242,441,595 SHARES OF CLASS A COMMON STOCK 806,497 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 22,486,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS AND 87,078,981 SHARES OF CLASS A COMMON STOCK UNDERLYING SHARES OF CLASS B COMMON STOCK OF EMBARK TECHNOLOGY, INC. This prospec |
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| April 1, 2022 |
X0101 EFFECT 33 LIVE 2022-04-01 0001104659-22-036584 POS AM 0001827980 Embark Technology, Inc. 333-261324 |
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| March 22, 2022 |
As filed with the Securities and Exchange Commission on March 22, 2022 As filed with the Securities and Exchange Commission on March 22, 2022 Registration No. |
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| March 22, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 2 (To Prospectus dated December 13, 2021) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated December 13, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324), as amended. Capitalized ter |
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| March 22, 2022 |
As filed with the Securities and Exchange Commission on March 22, 2022 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2022 Registration No. |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2022 |
Exhibit 99.1 Embark Technology Reports Financial Results for Fourth Quarter and Full Year 2021 ? Embark Successfully Completed Public Listing in November ? ? Embark Secures 14,200 Truck Reservations Under Partner Development Program ? ? Embark to Enable First Autonomous Trucks for Knight-Swift in 2022 as Part of Industry-First Truck Transfer Program ? San Francisco ? March 17, 2022 ? Embark Techno |
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| March 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Number |
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| February 14, 2022 |
United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Embark Technology, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29079J10 |
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| February 14, 2022 |
Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| February 14, 2022 |
EMBK / Northern Genesis Acquisition Corp II / Alberta Investment Management Corp Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29079J103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 31, 2022 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39881 85-3343695 (State or other jurisdiction of incorporation) (Commission |
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| February 1, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261324 Prospectus Supplement No. 1 (To Prospectus dated December 13, 2021) EMBARK TECHNOLOGY, INC. This prospectus supplement updates, amends and supplements the prospectus dated December 13, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261324). Capitalized terms used in t |
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| February 1, 2022 |
Employment Agreement, dated May 15, 2021, between the Company and Stephen Houghton. Exhibit 10.1 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 15, 2021 Stephen Houghton 19621 N. 96th Pl. Scottsdale, AZ 85255 Dear Stephen: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment with the Company on the terms described below. 1. ???????????Position. You will start in a full-time position as Chief Operations and Fleet Officer and you |
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| January 13, 2022 |
Form of Founder Award Agreement. Exhibit 10.1 EMBARK TRUCKS INC. 2016 STOCK PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Embark Trucks Inc., a Delaware corporation (the ?Company?) grants you an award of restricted stock units, each of which represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement, attached hereto as Exhibit A (the ?Agreement?) and the Embark Trucks Inc. 2016 Stock Plan (amended |
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| January 13, 2022 |
As filed with the United States Securities and Exchange Commission on January 12, 2022. As filed with the United States Securities and Exchange Commission on January 12, 2022. |
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| December 14, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No 333-261324? PROSPECTUS FOR 255,315,168 SHARES OF CLASS A COMMON STOCK 9,353,330 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 22,486,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS AND 87,078,981 SHARES OF CLASS A COMMON STOCK UNDERLYING SHARES OF CLASS B COMMON STOCK OF EMBARK TECHNOLOGY, INC. |
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| December 10, 2021 |
Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 December 10, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Embark Technology, Inc. Registration Statement on Form S-1 Filed December 8, 2021 File No. 333-261324 To whom it may concern: Pursuant to Rule 461(a) under the Securities Ac |
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| December 9, 2021 |
United States securities and exchange commission logo December 9, 2021 Richard Hawwa Chief Financial Officer Embark Technology, Inc. |
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| December 9, 2021 |
EMBARK TECHNOLOGY, INC. (F/K/A NORTHERN GENESIS ACQUISITION CORP. II) INDEX TO FINANCIAL STATEMENT Exhibit 99.1 EMBARK TECHNOLOGY, INC. (F/K/A NORTHERN GENESIS ACQUISITION CORP. II) INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 15, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Embark Tech |
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| December 9, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 15, 2021 EMBARK TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 85-3343695 (State of incorporation or organization) (Commission File N |
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| December 9, 2021 |
As filed with the Securities and Exchange Commission on December 8, 2021 Table of Contents ? ? As filed with the Securities and Exchange Commission on December 8, 2021 Registration No. |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 EMBARK TECHNOLO |
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| November 24, 2021 |
List of Significant Subsidiaries Exhibit 21.1 Significant Subsidiaries Embark Trucks Inc. |
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| November 24, 2021 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Northern Genesis Acquisition Corp. II, a Delaware corporation (?Acquiror?), and Embark Trucks Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined |
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| November 24, 2021 |
? Exhibit 10.4 ? FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ? THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 10, 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the ?Company?) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LL |
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| November 24, 2021 |
As filed with the Securities and Exchange Commission on November 24, 2021 Table of Contents ? ? As filed with the Securities and Exchange Commission on November 24, 2021 Registration No. |
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| November 22, 2021 |
NGAB / Northern Genesis Acquisition Corp. II / Rodrigues Alex - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Embark Technology, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and Telephone Number of Person Auth |
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| November 22, 2021 |
NGAB / Northern Genesis Acquisition Corp. II / TIGER GLOBAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 22, 2021 |
NGAB / Northern Genesis Acquisition Corp. II / Moak Brandon - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Embark Technology, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29079J103 (CUSIP Number) c/o Embark Technology, Inc. 424 Townsend Street San Francisco, CA 94107 (415) 671-9628 (Name, Address and Telephone Number of Person Auth |
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| November 19, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing on behalf of each of them of the Statement on Schedule 13D with respect to the Class A Common Stock of Embark Technology, Inc., and any further amendments to such statement on Schedule 13D executed by each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act |
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| November 19, 2021 |
NGAB / Northern Genesis Acquisition Corp. II / Data Collective IV, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Embark Technology, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 29079J103 (CUSIP Number) November 10, 2021 (D |
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| November 19, 2021 |
NGAB / Northern Genesis Acquisition Corp. II / SC US (TTGP), LTD. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* EMBARK TECHNOLOGY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29079J103 (CUSIP Number) SC US (TTGP), Ltd. 2800 Sand Hill Road Suite 101 Menlo Park, CA 94025 Attention: Douglas M. Leone Tel |
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| November 17, 2021 |
? Exhibit 10.21 ? Execution Version ? PROXY VOTING AGREEMENT ? This PROXY VOTING AGREEMENT (this ?Agreement?) is entered into as of November 10, 2021 by and among Brandon Moak (collectively with his Permitted Transferee (as defined in the Charter (as defined below) listed on the signature page attached hereto), the ?Stockholder?), Alex Rodrigues (the ?Proxyholder?) and, solely for purposes of Sect |
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| November 17, 2021 |
Letter from Marcum LLP to the Securities and Exchange Commission. EXHIBIT 16.1 November 17, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Embark Technology, Inc. (formerly Northern Genesis Acquisition Corp. II) under Item 4.01 of Form 8-K dated November 17, 2021. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree wi |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2021 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39881 (Commission File Num |
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| November 17, 2021 |
Second Amended and Restated Certificate of Incorporation of Northern Genesis Acquisition Corp. II. Exhibit 3.1 Page 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?NORTHERN GENESIS ACQUISITION CORP. II?, CHANGING ITS NAME FROM ?NORTHERN GENESIS ACQUISITION CORP. II? TO ?EMBARK TECHNOLOGY, INC.?, FILED IN THIS OFFICE ON THE TENTH DAY OF NOVEMBER, A.D. 2021, AT |
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| November 17, 2021 |
Exhibit 99.1 Embark Trucks Inc. Financial Statements September 30, 2021, and December 31, 2020 Embark Trucks, Inc. Balance Sheets (In thousands, except share and per share data) September 30, 2021 December 31, 2020 (Unaudited) Assets Current assets: Cash and cash equivalents $ 47,886 $ 11,055 Restricted cash, short-term 65 65 Short-term investments 5,005 53,553 Prepaid expenses and other current a |
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| November 17, 2021 |
Exhibit 3.2 Final Form Amended and Restated Bylaws of Embark Technology, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Elect |
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| November 17, 2021 |
Exhibit 10.4 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 10, 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the ?Company?) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a D |
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| November 17, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction Embark Technology, Inc, ("New Embark" or "Embark Technology") is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of Embark Trucks Inc. ("Old Embark" or "Embark") becoming a wholly-owned subsidiary of New Embark as a result o |
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| November 17, 2021 |
EMBARK’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.3 EMBARK?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of Embark's financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto either included in the final prospectus and definitive statement (the ?Proxy?) relating to Embark |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 EMBARK TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39881 86-3343695 (State or other jurisdiction of incorporation) (Commissi |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2021 EMBARK TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-3343695 (State of incorporation or organization) (Commission File Num |
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| November 10, 2021 |
Form 8-A12B filed with the SEC on November 10, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Embark Technology, Inc. (Exact name of registrant as specified in its charter) Delaware 88-334695 (State of incorporation or organization) (I.R.S. Employer Identification No.) 424 Townsend Street |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS |
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| November 10, 2021 |
Exhibit 99.1 Embark Trucks, America?s Longest-Running Self-Driving Truck Program, To List at a Valuation of Approximately $5 billion on Nasdaq Under the Ticker ?EMBK? ?????Embark announces completion of merger with Northern Genesis Acquisition Corp. II after stockholders overwhelmingly approve business combination ??????Embark?s common stock to begin trading on Nasdaq under ticker symbol ?EMBK? on |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39881 Embark Technology, Inc. The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 4 |
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| November 8, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| November 8, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2021 NORTHERN GENESIS ACQUISITION CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 85-3343695 (State of incorporation or organization) (Commi |
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| November 2, 2021 |
Exhibit 99.1 Northern Genesis Acquisition Corp. II Announces Planned Transfer of Listing to the Nasdaq Global Market in Connection with its Proposed Business Combination with Embark Kansas City, MO ? November 2, 2021 ? Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) (NYSE: NGAB) announced today that upon the closing of the previously announced proposed business combination (the ?Busin |
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| October 28, 2021 |
DHL Supply Chain Partners with Autonomous Software Leader Embark to Deploy Fleet Starting in 2024 Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 19, 2021 |
Filed by Northern Genesis Acquisition Corp. II Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 19, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 19, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-257647? PROXY STATEMENT FOR SPECIAL MEETING AND PROSPECTUS FOR 507,577,496 SHARES OF CLASS A COMMON STOCK AND 87,200,812 SHARES OF CLASS B COMMON STOCK OF NORTHERN GENESIS ACQUISITION CORP. II WHICH WILL BE RENAMED ?EMBARK TECHNOLOGY, INC.? IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN ? To the stockholders o |
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| October 15, 2021 |
Northern Genesis Acquisition Corp. II 4801 Main Street, Suite 1000 Kansas City, MO 64112 Northern Genesis Acquisition Corp. II 4801 Main Street, Suite 1000 Kansas City, MO 64112 October 15, 2021 VIA EDGAR Division of Corporation Finance, Office of Technology Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany Ebbertt Kathleen Collins Edwin Kim Jan Woo RE: Northern Genesis Acquisition Corp. II Registration Statement on Form S-4 File No. 333- |
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| October 14, 2021 |
Exhibit 10.17 EMBARK TECHNOLOGY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to q |
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| October 14, 2021 |
As filed with the Securities and Exchange Commission on October 13, 2021 ? As filed with the Securities and Exchange Commission on October 13, 2021 Registration No. |
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| October 14, 2021 |
Exhibit 4.6 0000001 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE, OF Embark TEchnology, Inc. transferable on the books of the Company in Person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the share |
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| October 14, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 14, 2021 |
Exhibit 10.16 EMBARK TECHNOLOGY, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.. ARTICLE II. Eligi |
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| October 14, 2021 |
Exhibit 4.5 COUNTERSIGNED AND REGISTERED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, N.Y. BY WARRANT AGENT AUTHORIZED SIGNATURE SPECIMEN CERTIFICATE EVIDENCING COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS IN SECRETARY PRESIDENT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant(s)?) of Embark Technology , Inc., a Delaware corpor |
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| October 13, 2021 |
Filed by Northern Genesis Acquisition Corp. II Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 12, 2021 |
Consent of Patricia Chiodo to be named as a director. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Northern Genesis Acquisition Corp. II of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration |
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| October 12, 2021 |
As filed with the Securities and Exchange Commission on October 8, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. |
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| October 12, 2021 |
Form of Proxy Card for the Registrant’s Special Meeting. Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D61223-TBD ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain ! ! ! NORTHERN GENESIS ACQUISITION C |
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| October 8, 2021 |
October 8, 2021 Via EDGAR Securities and Exchange Commission 100 F Street, NE Mail Stop 4720 Washington DC 20549 Attention: Brittany Ebbertt Kathleen Collins Edwin Kim Jan Woo Division of Corporation Finance, Office of Technology Re: Northern Genesis Acquisition Corp. |
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| October 7, 2021 |
United States securities and exchange commission logo October 7, 2021 Ian Robertson Chief Executive Officer Northern Genesis Acquisition Corp. |
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| October 7, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| October 1, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| September 23, 2021 |
As filed with the Securities and Exchange Commission on September 22, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 22, 2021 Registration No. |
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| September 22, 2021 |
Filed by Northern Genesis Acquisition Corp. II Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| September 22, 2021 |
September 22, 2021 Via EDGAR Securities and Exchange Commission 100 F Street, NE Mail Stop 4720 Washington DC 20549 Attention: Brittany Ebbertt Kathleen Collins Edwin Kim Jan Woo Division of Corporation Finance, Office of Technology Re: Northern Genesis Acquisition Corp. |
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| September 22, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| September 21, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| September 21, 2021 |
425 1 ea147722-425northerngen2.htm 425 Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II ( |
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| September 16, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| September 16, 2021 |
United States securities and exchange commission logo September 16, 2021 Ian Robertson Chief Executive Officer Northern Genesis Acquisition Corp. |
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| September 14, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (“Northern Genesis 2”) with Embark Truck |
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| September 9, 2021 |
EMBARK TO HOST EMBARK DAY ON SEPTEMBER 22 AHEAD OF NASDAQ LISTING Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (“Northern Genesis 2”) with Embark Truck |
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| August 31, 2021 |
As filed with the Securities and Exchange Commission on August 30, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
August 30, 2021 Via EDGAR Securities and Exchange Commission 100 F Street, NE Mail Stop 4720 Washington DC 20549 Attention: Brittany Ebbertt Kathleen Collins Edwin Kim Jan Woo Division of Corporation Finance, Office of Technology Re: Northern Genesis Acquisition Corp. |
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| August 16, 2021 |
Amendment to Registration Rights Agreement, dated April 21, 2021. Exhibit 10.3 Execution Version AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT (this ?Amendment?) is entered into as of the 21st day of April, 2021, and hereby amends that certain Registration Rights Agreement, dated January 12th 2021, by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (the ?Company?), and each of the ?Investors? identified therein (the ?Agreement |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS ACQUI |
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| August 13, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| August 9, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| August 3, 2021 |
United States securities and exchange commission logo August 3, 2021 Ian Robertson Chief Executive Officer Northern Genesis Acquisition Corp. |
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| July 22, 2021 |
Filed by Northern Genesis Acquisition Corp. II Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| July 14, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?) with Embark Truck |
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| July 2, 2021 |
Exhibit 10.18 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 9, 2018 Alex Rodrigues Dear Alex: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to confirm your employment with the Company on the terms described below. 1. Position. You will continue in a full-time position as Chief Executive Officer. By signing this letter, you confirm with the Company that you are |
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| July 2, 2021 |
Form of Notice of Restricted Stock Unit Grant Award and Embark Trucks Inc. 2016 Stock Plan. Exhibit 10.14 EMBARK TRUCKS INC. 2016 STOCK PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Embark Trucks Inc., a Delaware corporation (the ?Company?) grants you an award of restricted stock units, each of which represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement, attached hereto as Exhibit A (the ?Agreement?) and the Embark Trucks Inc. 2016 Stock Plan, as amen |
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| July 2, 2021 |
Embark Trucks Inc. Amended and Restated 2016 Stock Plan. Exhibit 10.15 EMBARK TRUCKS INC. 2016 STOCK PLAN Amended as of June 28, 2018 and June 28, 2021 1. Purposes of the Plan. The purposes of this 2016 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company?s business. Options granted under the P |
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| July 2, 2021 |
Form of Notice of Stock Option Grant and Embark Trucks Inc. 2016 Stock Option Agreement. Exhibit 10.13 EMBARK TRUCKS Inc. 2016 Stock Plan NOTICE OF STOCK OPTION GRANT You have been granted an option to purchase Common Stock of Embark Trucks Inc., a Delaware corporation (the ?Company?), as follows: Date of Grant: See Carta Exercise Price Per Share: See Carta Total Number of Shares: See Carta Total Exercise Price: See Carta Type of Option: See Carta Expiration Date: 10 year anniversary |
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| July 2, 2021 |
Consent of Elaine Chao to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Northern Genesis Acquisition Corp. II of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration |
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| July 2, 2021 |
Offer Letter Agreement, dated as of May 9, 2018, by and between Embark Trucks Inc. and Mike Reid. Exhibit 10.20 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 9, 2018 Mike Reid Dear Mike: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to confirm your employment with the Company on the terms described below. 1. Position. You will continue in a full-time position as Chief Operating Officer. By signing this letter, you confirm with the Company that you are under |
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| July 2, 2021 |
Consent of Pat Grady to be named as a director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Northern Genesis Acquisition Corp. II of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration |
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| July 2, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 2, 2021 Registration No. |
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| July 2, 2021 |
Consent of Alex Rodrigues to be named as a director. Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Northern Genesis Acquisition Corp. II of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration |
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| July 2, 2021 |
Consent of Brandon Moak to be named as a director. Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Northern Genesis Acquisition Corp. II of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration |
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| July 2, 2021 |
Offer Letter Agreement, dated as of May 9, 2018, by and between Embark Trucks Inc. and Brandon Moak. Exhibit 10.19 EMBARK TRUCKS INC. 424 Townsend St, San Francisco, CA May 9, 2018 Brandon Moak Dear Brandon: Embark Trucks Inc., a Delaware corporation (the ?Company?), is pleased to confirm your employment with the Company on the terms described below. 1. Position. You will continue in a full-time position as Chief Technology Officer. By signing this letter, you confirm with the Company that you ar |
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| July 2, 2021 |
Exhibit 10.4 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ? ], 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the ?Company?) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a Delawar |
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| July 1, 2021 |
EX-10.1 2 ea143377ex10-1northern2.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF JUNE 22, 2021, BY AND AMONG NORTHERN GENESIS ACQUISITION CORP. II, EMBARK TRUCKS INC. AND THE SPONSOR Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability co |
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| July 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 NORTHERN GENESIS ACQUISITION CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 85-3343695 (State of incorporation or org |
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| July 1, 2021 |
EX-10.1 2 ea143377ex10-1northern2.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF JUNE 22, 2021, BY AND AMONG NORTHERN GENESIS ACQUISITION CORP. II, EMBARK TRUCKS INC. AND THE SPONSOR Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability co |
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| July 1, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 NORTHERN GENESIS ACQUISITION CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 85-3343695 (State of incorporation or org |
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| June 29, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 29, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 24, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 24, 2021 |
Filed by Northern Genesis Acquisition Corp. II Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 23, 2021 |
Exhibit 99.1 Embark Trucks, Inc., America?s Longest-Running Self-Driving Truck Program, to Go Public Through Merger with Northern Genesis Acquisition Corp. II ? Embark Trucks, Inc. is an autonomous vehicle (AV) software-as-a-service company focused exclusively on the US trucking market. ? Embark?s technology, built to address the $700 billion a year trucking market in the U.S., combined with its p |
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| June 23, 2021 |
Embark Trucks, Inc. and Northern Genesis Acquisition Corp. II Business Combination June 23, 2021 Exhibit 99.2 Embark Trucks, Inc. and Northern Genesis Acquisition Corp. II Business Combination June 23, 2021 Operator Welcome to today?s conference call announcing the business combination of Embark Trucks, Inc. and Northern Genesis Acquisition Corp. II. Joining us on the call are Embark?s Co-Founder and CEO Alex Rodrigues, Director and CEO of Northern Genesis II Ian Robertson, and Embark CFO Ric |
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| June 23, 2021 |
Form of Subscription Agreement. EX-10.3 5 ea143105ex10-3northern2.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.3 Execution Version FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of June, 2021, by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, concurrently with the exec |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 NORTHERN GENESIS ACQUISITION CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 85-3343695 (State of incorporation or organization) (Commissi |
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| June 23, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 23, 2021 |
Exhibit 10.2 Execution Version company holders SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of June 22, 2021, is entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (?Acquiror?), Embark Trucks Inc., a Delaware corporation (the ?Company?) and certain of the stockholders of the Company, whose names appear on the signature p |
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| June 23, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NORTHERN GENESIS ACQUISITION CORP. II, NGAB MERGER SUB INC., and EMBARK TRUCKS INC. dated as of June 22, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 3 Section 1.2. Construction 19 Section 1.3. Knowledge 20 Article II THE MERGER; CLOSING Section 2.1. The Merger 20 Section 2.2. Effects of t |
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| June 23, 2021 |
Filed by Northern Genesis Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Genesis Acquisition Corp. II Commission File No. 001-39881 This filing relates to the proposed merger involving Northern Genesis Acquisition Corp. II (?Northern Genesis 2?). with Embark Truc |
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| June 23, 2021 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Northern Genesis Acquisition Corp. II, a Delaware corporation (?Acquiror?), and Embark Trucks Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined |
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| June 23, 2021 |
Exhibit 99.3 INVESTOR PRESENTATION June 2021 Disclaimer This confidential presentation (the ?presentation?) is being delivered to you by Embark Trucks, Inc . (?Embark?) and Northern Genesis Acquisition Corp . II (?SPAC? or ?Northern Genesis II?) in connection with its potential business combination of Embark and SPAC and the offering of the securities of the post - business combination company (?C |
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| June 23, 2021 |
Exhibit 10.2 Execution Version company holders SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of June 22, 2021, is entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (?Acquiror?), Embark Trucks Inc., a Delaware corporation (the ?Company?) and certain of the stockholders of the Company, whose names appear on the signature p |
