NGA SEC filings, in plain English
Everything Northern Genesis Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Northern Genesis Acquisition Corp. issued definitive merger materials dated March 24, 2021 for a special meeting at 10:00 a.m. Eastern Time on April 23, 2021 via live webcast, on the Business Combination Agreement and Plan of Reorganization dated November 30, 2020 with The Lion Electric Company, a corporation existing under the Business Corporations Act (Québec). Lion Electric Merger Sub Inc. merges into NGA, which survives as a wholly owned subsidiary of Lion, each NGA share converts into one Lion Common Share, and Lion first splits each of its common shares into 4.1289 shares. Why it matters: A second proposal is a Corrective Amendment to Article Sixth of NGA's certificate of incorporation, needed to permit NGA to issue warrants over up to 3,000,000 shares to Northern Genesis Sponsor, LLC immediately before the effective time to fund transaction expenses and working capital — so the sponsor is granted new securities in the same vote that approves the deal. Listing is not settled: Lion has applied to the NYSE and the TSX, neither has conditionally approved, and NGA's own securities are delisted from the NYSE at closing.
What changed: First annual report, covering inception on May 27, 2020 through December 31, 2020, after the August 20, 2020 IPO of 30,000,000 units at $10.00. Cash and marketable securities held in trust were $319,577,125 at December 31, 2020, including $108,848 of interest and a $14,837 unrealised gain. Cash outside trust was $624,283 with $145,771 prepaid, against $1,087,789 of accrued expenses and $11,180,870 of deferred underwriting. 30,305,432 shares were redeemable at $303,078,515 and equity was $5,000,005. Net loss was $1,512,369 on operating costs of $1,636,054. Why it matters: A deal is signed: the merger with Lion Electric, in which each share converts into one Lion Electric common share after a 4.1289 share split. Working capital is negative once the $1.09 million of accruals is set against $770,054 of current assets, which for a shell with a live transaction usually means deal costs are being accrued faster than cash. No going-concern language appears, and the outside deadline is a distant August 20, 2022. Trust is a bare $10.00 per public share with almost no interest accretion.
What changed: First 10-Q since inception (May 27, 2020). Northern Genesis' August 2020 IPO put $319,453,440 in trust, which held $319,478,049 at September 30, 2020. There is one class of common stock: 39,931,680 shares, of which 30,445,790 are carried as redeemable at $304,465,469 and 9,485,890 sit in equity of exactly $5,000,006. Cash outside trust $1,540,270; the only current liabilities are $31,666 of accruals and $510,914 due to the sponsor. Net loss $124,414 for the quarter and $125,414 since inception; deferred underwriting fee payable $11,180,870. Why it matters: The sponsor is already a creditor for $510,914 within two months of the IPO, which is a third of the cash held outside the trust. Trust income of $32,984 was partly offset by an $8,375 unrealised loss, so the trust is not funding anything. The redeemable block is 30,445,790 of the 31,945,344 public shares - the balance is held in permanent equity to hold the $5,000,001 net-tangible-asset floor, which is the normal pre-2021 presentation and not a finding. Figures are as of September 30, 2020.
What changed vs 2020-10-01trust $319.5M → $319.5M +0%trust account, redeemable shares, combination deadline +11 moved · 3 with no prior record of ours
- Trust account
- $319.5M$319.5M
- Redeemable shares
- not previously extracted30.4M
- Combination deadline
- 2022-08-20 · unchanged
- Sponsor loans outstanding
- $82K · unchanged
SpacBrain reads this as $24,609 was added to the trust between the two filings.
The clause “Total Current Assets 1,709,117 Deferred tax assets 1,759 Marketable securities held in Trust Account 319,478,049 Total Assets $ 321,188,925 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses $ 31,666 Due to Sponsor”…
The clause …“50,000,000 shares authorized; 9,485,890 issued and outstanding (excluding 30,445,790 shares subject to possible redemption) 949 Additional paid-in capital 5,124,471 Accumulated deficit (125,414 ) Total Stockholders’ Equity 5,000,006”…
The clause …“their Public Shares in conjunction with any such amendment. The Company will have until August 20, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…
The clause “Company could borrow up to an aggregate principal amount of $150,000, of which $82,486 was outstanding under the Promissory Note as of June 30, 2020. The Promissory Note was non-interest bearing and payable on the earlier of (i) December”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.