8-K

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 23, 2021

NORTHERN GENESIS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39451	85-2097939
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4801 Main Street, Suite 1000 Kansas City, MO	64112
(Address of principal executive offices)	(Zip Code)

816-514-0324

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	NGA.U	New York Stock Exchange
Common Stock, par value $0.0001 per share	NGA	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	NGA.WS	New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a special meeting of stockholders on April 23, 2021 (the “Special Meeting”), the stockholders of Northern Genesis Acquisition Corp. (the “Company”) voted and approved, among other things, Proposal No. 2 – The Corrective Amendment Proposal, which is described in further detail below and in the Joint Proxy Statement/Prospectus filed by the Company with the Securities and Exchange Commission on March 24, 2021 (the “Proxy Statement”). The Corrective Amendment became effective upon filing with the Secretary of State of the State of Delaware on April 23, 2021.

A copy of the Corrective Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 23, 2021 at the Special Meeting, the Company’s stockholders voted and approved Proposal Nos. 1, 2 and 3, each of which is described in greater detail in the Proxy Statement.

There were 31,945,344 shares of common stock issued and outstanding on March 18, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 23,431,671 shares present either by proxy or online, representing approximately 58.67% of the total outstanding shares of the Company’s common stock as of the Record Date.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 – The Business Combination Proposal

The Business Combination Agreement and Plan of Reorganization, dated as of November 30, 2020 (the “Business Combination Agreement”), among the Company, The Lion Electric Company, a corporation existing under the Business Corporations Act (Québec) (“Lion”), and Lion Electric Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Lion (“Merger Sub”), was approved and adopted, and the business combination and all other transactions contemplated by the Business Combination Agreement were approved. The voting results were as follows:

for		against		abstain
	23,377,863		27,229		26,579

Proposal No. 2 – The Corrective Amendment Proposal

An amendment to Article Sixth of the Amended and Restated Certificate of Incorporation of the Company (the “Corrective Amendment”) in order to provide for the issuance of the NGA Working Capital Warrants prior to the closing of the Business Combination was approved. The voting results were as follows:

for		against		abstain
	23,277,278		60,652		93,741

Proposal No. 3 – The Adjournment Proposal

The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the other proposals was approved. The voting results were as follows:

for		against		abstain
	23,258,775		90,323		82,573

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Item 8.01 Other Events.

Stockholders holding 20,449 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). As a result, approximately $204,490 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.

On April 23, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

The following are filed as Exhibits to this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation
99.1	Press Release, dated April 23, 2021

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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 26, 2021
	NORTHERN GENESIS ACQUISITION CORP.
	By:	/s/ Ken Manget
		Name:	Ken Manget
		Title:	Chief Financial Officer

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EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

Northern Genesis Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That the name of Corporation is “Northern Genesis Acquisition Corp.”

SECOND: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on May 27, 2020, and was amended and restated by the filing of an Amended and Restated Certificate of Incorporation of the Corporation with the Delaware Secretary of State on August 17, 2020 (the “Amended and Restated Certificate of Incorporation”).

SECOND: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable in connection with, but immediately prior to, the consummation of the transactions contemplated by that certain Business Combination Agreement and Plan of Reorganization dated as of November 30, 2020, between the Corporation, The Lion Electric Company, and Lion Electric Merger Sub Inc. (the “Merger”), and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that subject to approval by the stockholders of the Corporation, Subparagraph I under Article SIXTH of the Amended and Restated Certificate of Incorporation of the Corporation shall be amended in connection with but prior to the effective time of the Merger to read as follows:

“I. Prior to the consummation of a Business Combination, the Board of Directors may not issue (i) any shares of Common Stock or any securities convertible into Common Stock, other than warrants for up to 3,000,000 shares of Common Stock the proceeds of which shall be used by the Corporation for transaction expenses in connection with any Business Combination and other working capital purposes; or (ii) any securities which participate in or are otherwise entitled in any manner to any of the proceeds in the Trust Account or which vote as a class with the Common Stock on any matter.”

THIRD: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its President this 23rd day of April, 2021.

NORTHERN GENESIS ACQUISITION CORP.
By:	/s/ Michael Hoffman
	Michael Hoffman, President

EX-99.1

Exhibit 99.1

   

For immediate release

NORTHERN GENESIS ACQUISITION CORP. RECEIVES STOCKHOLDER APPROVAL FOR ITS INTENDED BUSINESS COMBINATION WITH LION

KANSAS CITY, MO and MONTREAL, QC - April 23, 2021 – Northern Genesis Acquisition Corp. (“NGA”) (NYSE: NGA), a U.S. publicly-traded special purpose acquisition company and The Lion Electric Company (“Lion”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced that today NGA’s stockholders approved the previously announced business combination transaction with Lion, and each of the other proposals considered and voted upon at the meeting. NGA is expected to file with the Securities and Exchange Commission (the “SEC”) a Form 8-K disclosing the final voting results.

In light of the recent SEC statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs), NGA expects to file as soon as practicable an amendment to its annual report on Form 10-K for the year ended December 31, 2020 (the “Amended Form 10-K”) reflecting the reclassification of NGA’s private placement and public warrants as a derivative liability, as further described in NGA’s current report on Form 8-K filed with the SEC on April 20, 2021.

The closing of the business combination is expected to occur as soon as reasonably practicable after (i) the filing by NGA of its Amended Form 10-K, and (ii) satisfaction or waiver by Lion and NGA of all of the closing conditions set out in the definitive agreements related to the business combination transaction, including the obtaining by Lion of the clearance from the Autorité des Marchés Financiers (“AMF”), the regulatory and oversight body for Québec’s financial sector, for the filing of its Canadian final non-offering prospectus.

Following the closing of the business combination transaction, the common shares of Lion will trade on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the new symbol “LEV”, and the warrants of Lion will trade on the NYSE under the new symbol “LEV WS” and on the TSX under the new symbol “LEV.WT.”

ABOUT NORTHERN GENESIS ACQUISITION CORP.

Northern Genesis Acquisition Corp. (NYSE: NGA) is a special purpose acquisition company formed for the purpose of effecting a merger, stock exchange, acquisition, reorganization or similar business combination with one or more businesses. The Northern Genesis management team brings a unique entrepreneurial owner-operator mindset and a proven history of creating shareholder value across the sustainable power and energy value chain. Northern Genesis is committed to helping the next great public company find its path to success; a path which will most certainly recognize the growing sensitivity of customers, employees and investors to alignment with the principles underlying sustainability.

The Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC, J7Y 5G2

450 432-5466 |1 855 546-6706             thelionelectric.com

   

ABOUT LION ELECTRIC

Lion Electric is an innovative manufacturer of zero-emission vehicles. The company creates, designs and manufactures all-electric class 5 to class 8 commercial urban trucks and all-electric buses and minibuses for the school, paratransit and mass transit segments. Lion is a North American leader in electric transportation and designs, builds and assembles all its vehicles’ components, including chassis, battery packs, truck cabins and bus bodies.  

Always actively seeking new and reliable technologies, Lion vehicles have unique features that are specifically adapted to its users and their everyday needs. Lion believes that transitioning to all-electric vehicles will lead to major improvements in our society, environment and overall quality of life.

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, including statements regarding the anticipated completion of the business combination transaction, NGA’s amendment to its annual report on Form 10-K, the AMF’s clearance for the filing of the Canadian final non-offering prospectus, and the listing of Lion’s common shares and warrants on the NYSE and the TSX. 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,” “potential,” “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 statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Lion's management and are not predictions of actual performance. These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of Lion’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of Lion’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

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, and are based on a number of assumptions, as well as other factors that Lion believes 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 Lion’s vision, business, objectives, plans and strategies will be achieved. Many risks and uncertainties could cause Lion's actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements.

The Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC, J7Y 5G2

450 432-5466 |1 855 546-6706             thelionelectric.com

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In addition, forward-looking statements reflect Lion’s expectations, plans or forecasts of future events and views as of the date of this press release. Lion anticipates that subsequent events and developments will cause Lion's assessments to change. However, while Lion may elect to update these forward-looking statements at some point in the future, Lion has no intention and undertakes no obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Lion’s assessments as of any date subsequent to the date of this press release. Lion’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. The complete version of the cautionary note regarding forward-looking statements as well as a description of the relevant assumptions and risk factors likely to affect Lion’s actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements are included in the registration statement on Form F-4 filed by Lion under its profile on EDGAR at www.sec.gov.

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CONTACTS: 

Lion

MEDIA

Patrick Gervais  

Vice President of Marketing and Communications

Patrick.Gervais@thelionelectric.com  
514-992-1060  

INVESTORS

Isabelle Adjahi

Vice President, Investor Relations and Sustainable Development

Isabelle.Adjahi@thelionelectric.com

450-432-5466, extension 171

Northern Genesis Acquisition Corp.

Avi Das

Investor Relations

investors@northerngenesis.com

816-514-0324

The Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC, J7Y 5G2

450 432-5466 |1 855 546-6706             thelionelectric.com

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