Northern Genesis Acquisition Corp. II

NGAB-legacy holders reach a defined exit through a private acquirer, so the position stops being a public-market autonomous-trucking bet. The proxy is explicit that appraisal rights are available to stockholders but not to warrant holders, which matters because SPAC warrants typically end up worthless in a take-private. There is no trust or redemption right left, so the merger terms are the only recovery mechanism.

The warrants are cashed out through a two-step amendment to the Warrant Agreement dated January 12, 2021: the Warrant Price is first reduced by the difference between the price then in effect and the per share price less the Black-Scholes Warrant Value, and each warrant is then automatically cancelled without any action by the holder and converted into cash equal to the underlying shares multiplied by the excess, if any, of the per share price over that reduced price. A Transaction Committee of independent and disinterested directors negotiated the sale.

The document disowns its own numbers in the same breath: it states that on 16 August 2022 Embark completed a 1-FOR-20 REVERSE STOCK SPLIT 'which is not reflected in the share numbers above'. Every count on that cover is therefore twenty times the real one, and the correction is a single sentence at the end of the list. Anything extracting share counts from a 424B3 by pattern will read 173,549,101 where the answer is about 8.7 million, and the document is not wrong - it is stale and says so.

The dual-class structure is the story: 87,319,620 Class B shares are registered, and the Class A they convert into is registered again on a third line, so the founder-side voting stock appears twice in the table and once in reality. Within the Class A line, 320,837,380 shares are issued in the merger itself and the balance covers 27,998,834 shares of Embark common stock reserved for options that convert into options over Embark Technology stock. The 4,027,430,590.62 aggregate on that line is a fee computation.

The target's holders take a separate voting class: 87,319,620 shares of Class B Common Stock with a matching Class A line registered at no additional fee because they convert. Within the Class A line, 320,837,380 shares are issued in the merger itself and the remainder covers 27,998,834 Embark shares reserved for options, restricted stock units and PRSUs that convert into Embark Technology awards — so the employee equity overhang sits inside the registered ceiling rather than on top of it.

The registered total still exceeds the deal by design: 425,000,000 shares represent the Aggregate Merger Consideration, which already includes shares underlying all vested Embark Awards, and shares underlying additional unvested Embark Awards are registered on top of that. The Class A line is 320,837,380 shares issued in the Merger plus 27,998,834 shares reserved for Embark options, restricted stock units, PRSUs and certain early-exercised options still subject to vesting, each converted at 2.99 Class A shares per Embark share.