Additional Proxy Soliciting Materials (definitive) (defa14a)
20 Aprile 2021 - 10:39PM
Edgar (US Regulatory)
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
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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☐
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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NORTHERN
GENESIS ACQUISITION CORP.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title
of each class of securities to which transaction applies:
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(2) Aggregate
number of securities to which transaction applies:
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(3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed
maximum aggregate value of transaction:
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(5) Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
Amount Previously Paid:
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(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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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 20, 2021
NORTHERN GENESIS ACQUISITION CORP.
(Exact Name of Registrant as Specified
in Charter)
Delaware
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001-39451
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85-2097939
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(State of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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4801 Main Street, Suite 1000
Kansas City, MO
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64112
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(Address of principal executive offices)
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(Zip Code)
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816-514-0324
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since
last report)
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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NGA.U
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New York Stock Exchange
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Common Stock, par value $0.0001 per share
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NGA
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New York Stock Exchange
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Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
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NGA.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”)
informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification
as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings.
Northern Genesis Acquisition Corp. (the “Company” or “Northern Genesis”) has previously classified its private
placement warrants and public warrants (collectively, the “warrants”) as equity. For a full description of the Company’s
warrants, please refer to the Company’s final prospectus filed in connection with its initial public offering (“IPO”)
on August 18, 2020 (“Final Prospectus”).
On
April 20, 2021, Management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Company’s
previous audited balance sheet related to its IPO dated August 20, 2020, its quarterly unaudited financial statements for the period
ended September 30, 2020 and its audited financial statements for the year ended December 31, 2020 (the “Affected Periods”)
should no longer be relied upon due to changes required for alignment with the SEC’s Public Statement. . The SEC’s Public
Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.”
The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified
as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration of
the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed,
the Company concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition
of a derivative under ASC 815, under which the Company should record the warrants as liabilities on the Company's balance sheet. The
Company has discussed this approach with its independent registered public accounting firm, Marcum LLP, and intends to file an amendment
to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 (“Amended 10-K”)
reflecting this reclassification of the warrants for the Affected Periods. The Company is working diligently with its auditors and an
independent valuation expert to finalize the valuation of the warrants and file the Amended 10-K as soon as practicable. The adjustments
to the financial statement items for the Affected Periods will be set forth through
expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact
on previously reported amounts.
On
a preliminary unaudited basis, the accounting for warrants as a derivative liability is expected to result in the changes set forth in
the tables below to the financial results reported in the Affected Periods.
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As
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Previously
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As
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Reported
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Adjustments
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Restated
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(Unaudited)
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Balance sheet as of August 20, 2020
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Warrant Liability
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$
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—
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$
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32,475,569
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$
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32,475,569
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Common Stock Subject to Possible Redemption
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285,817,300
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(32,475,569
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)
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253,341,731
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Common Stock
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1,004
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325
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1,329
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Additional Paid-in Capital
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5,000,015
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(325
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4,999,690
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Balance sheet as of September 30, 2020
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Warrant Liability
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$
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—
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$
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33,198,921
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$
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33,198,921
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Common Stock Subject to Possible Redemption
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304,465,469
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(33,198,921
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271,266,548
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Common Stock
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949
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332
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1,281
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Additional Paid-in Capital
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5,124,471
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723,020
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5,847,491
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(Accumulated Deficit)/Retained Earnings
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(125,414
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(723,352
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848,766
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Period from May 27, 2020 (inception) to September 30, 2020
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Change in fair value of warrant liability
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$
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—
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$
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723,352
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$
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723,352
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Net (loss) income
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(125,414
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(723,352
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(848,766
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Balance sheet as of December 31, 2020
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Warrant Liability
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$
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—
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$
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147,602,681
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$
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147,602,681
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Common Stock Subject to Possible Redemption
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303,078,515
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(147,602,681
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155,475,834
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Common Stock
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963
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1,476
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2,439
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Additional Paid-in Capital
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6,511,411
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115,125,636
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121,637,047
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Accumulated Deficit
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(1,512,369
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(115,127,112
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(116,639,481
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Period from May 27, 2020 (inception) to December 31, 2020
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Change in fair value of warrant liability
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$
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—
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$
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115,127,112
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$
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115,127,112
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Net loss
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(1,512,369
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(115,127,112
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(116,639,481
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Basic and diluted net loss per share, non-redeemable common stock
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(0.18
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(13.24
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(13.42
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Item
8.01. Other Events.
A special meeting of the Company’s
stockholders has been and is still scheduled to occur on Friday, April 23, 2021 at 10:00 a.m. Eastern for stockholders’ consideration
of the Company’s initial business combination and the other proposals described in its definitive proxy statement mailed to stockholders
on or about March 24, 2021. As noted above, the terms and quantum of the warrants and all other securities issued by the Company have
not changed and the restatement is not indicative of any change in management’s expectations regarding the business prospects for
the Company. The restatement is required for alignment with the SEC’s Public Statement and would be undertaken regardless of the
completion of the business combination. For those and other reasons, the Company does not believe the restatement should materially impact
its stockholders’ consideration of the business combination proposal and other proposals to be considered and voted upon at the
meeting.
Important Information and Where to Find It
In connection with the proposed
business combination, Lion Electric filed a registration statement on Form F-4 with the SEC that was declared effective on March 24, 2021
(the “Registration Statement”), which includes a proxy statement of Northern Genesis and a prospectus of Lion Electric. The
Registration Statement has been declared effective by the SEC and the definitive proxy statement/prospectus has been mailed out to Northern
Genesis’ stockholders. Investors and security holders of Northern Genesis and other interested parties are urged to read the Registration
Statement and the definitive proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”), any amendments to the foregoing,
and any other documents filed with the SEC, when available, because they will contain important information about Lion Electric, Northern
Genesis and the proposed business combination. Investors and security holders of Northern Genesis may obtain free copies of the Joint
Proxy Statement/Prospectus and other documents filed with the SEC by Northern Genesis and Lion Electric through the website maintained
by the SEC at www.sec.gov or by directing a request to: Northern Genesis Acquisition Corp., 4801 Main Street, Suite 1000, Kansas City,
MO 64112 or (816) 514-0324. The information contained on, or that may be accessed through, the websites referenced in this press release
is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Genesis and its directors
and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Northern Genesis’
stockholders in respect of the proposed business combination. Lion Electric and its officers and directors may also be deemed participants
in such solicitation. Information regarding Northern Genesis’ directors and executive officers is available under the heading “Directors
and Executive Officers” in its Annual Report on Form 10-K which was filed with the SEC on March 9, 2021. Additional information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, which may, in some cases, be different than those of their stockholders generally, are contained in the Joint Proxy Statement/Prospectus
and will be contained in other relevant materials to be filed with the SEC in connection with the proposed business combination when they
become available. Stockholders, potential investors and other interested persons should read the Joint Proxy Statement/Prospectus carefully
before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
No offer of securities, other than with respect to the concurrent private placement of Lion shares as described in the Registration Statement,
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
All statements other than
statements of historical facts contained in this press release constitute “forward-looking statements” (which shall include
forward-looking information within the meaning of Canadian securities laws) within the meaning of Section 27A of the Securities Act. Forward-looking
statements may generally be identified by the use of words such as “believe,” “may,” “will,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “could,”
“plan,” “project,” “potential,” “seem,” “seek,” “future,” “target”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although
not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements
regarding the transaction, including with respect to timing and closing thereof and the ability to consummate the transaction. These statements
are based on various assumptions, whether or not identified in this press release, and on the current expectations of Lion Electric’s
and Northern Genesis’ management and are not predictions of actual performance. Forward-looking statements involve inherent risks
and uncertainties, most of which are difficult to predict and many of which are beyond the control of Lion Electric and Northern Genesis,
and are based on a number of assumptions, as well as other factors that Lion Electric and Northern Genesis believe are appropriate and
reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the
Lion Electric’s vision, business, objectives, plans and strategies will be achieved. Many risks and uncertainties could cause Lion
Electric’s actual results, performance or achievements or future events or developments to differ materially from those expressed
or implied by the forward-looking statements, including those factors discussed in the Registration Statement and Joint Proxy Statement/Prospectus,
as well as other documents filed or to be filed by Lion Electric or Northern Genesis in accordance with applicable securities laws. These
factors are not intended to represent a complete list of the factors that could affect Northern Genesis or Lion Electric, and there may
be additional risks that neither Northern Genesis nor Lion Electric presently know or that Northern Genesis and Lion Electric currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Northern Genesis’ and Lion Electric’s expectations, plans or forecasts of future events
and views as of the date of this press release. Northern Genesis and Lion Electric anticipate that subsequent events and developments
will cause their respective assessments to change. However, while Northern Genesis and Lion Electric may elect to update these forward-looking
statements at some point in the future, Northern Genesis and Lion Electric have no intention and undertake no obligation to do so except
as required by applicable law. These forward-looking statements should not be relied upon as representing Northern Genesis’ and
Lion Electric’s assessments as of any date subsequent to the date of this press release.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Dated: April 20, 2021
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NORTHERN GENESIS ACQUISITION CORP.
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By:
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/s/ Ken Manget
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Name:
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Ken Manget
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Title:
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Chief Financial Officer
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