NGAB SEC filings, in plain English
Everything Northern Genesis Acquisition Corp. II 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: Embark Technology, Inc., the post-combination successor to Northern Genesis Acquisition Corp. II, called a special meeting for July 17, 2023 at 9:00 a.m. Pacific Time by live interactive webcast, record date June 20, 2023, to adopt the Agreement and Plan of Merger dated May 25, 2023 among Applied Intuition, Inc., Azara Merger Sub, Inc. and Embark, with Embark surviving as a wholly owned subsidiary of Applied. There were 4,353,948 shares of Class B common stock outstanding alongside the Class A stock. Stockholders may seek appraisal under the DGCL; warrant holders have no such right. Why it matters: 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.
What changed: Embark Technology, Inc. — the company Northern Genesis Acquisition Corp. II took public — filed a preliminary proxy statement, itself undated, for a virtual special meeting whose date and time are left blank, on the Agreement and Plan of Merger dated May 25, 2023 with Applied Intuition, Inc. and Azara Merger Sub, Inc. Merger Sub merges into Embark, and each share of Class A and Class B common stock becomes the right to receive $2.88 in cash, without interest and subject to withholding, unless appraisal rights are properly exercised. Why it matters: 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.
What changed: PROSPECTUS SUPPLEMENT NO. 14 to a prospectus dated 1 April 2022 (registration 333-261324), filed by EMBARK TECHNOLOGY, INC. under the former Northern Genesis Acquisition Corp. II registration, attaching the company's Form 8-K of 1 June 2023. It enumerates eight tranches: 173,549,101 Class A shares issued in the merger, 17,000,000 PIPE shares, 1,342,353 option shares, 50,550,140 shares on settlement of restricted stock units, 806,497 warrants and the shares behind them, 22,486,667 shares in respect of warrants, and 87,078,981 shares on conversion of Class B stock. Why it matters: 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.
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.