0001213900-21-025479.txt : 20210510
0001213900-21-025479.hdr.sgml : 20210510
20210510212236
ACCESSION NUMBER: 0001213900-21-025479
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210426
FILED AS OF DATE: 20210510
DATE AS OF CHANGE: 20210510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Northern Genesis Sponsor LLC
CENTRAL INDEX KEY: 0001821256
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39451
FILM NUMBER: 21909334
BUSINESS ADDRESS:
STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP.
STREET 2: 4801 MAIN STREET, SUITE 1000
CITY: KANSAS CITY
STATE: MO
ZIP: 64112
BUSINESS PHONE: (816) 983-8000
MAIL ADDRESS:
STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP.
STREET 2: 4801 MAIN STREET, SUITE 1000
CITY: KANSAS CITY
STATE: MO
ZIP: 64112
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Robertson Ian
CENTRAL INDEX KEY: 0001821310
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39451
FILM NUMBER: 21909333
MAIL ADDRESS:
STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP.
STREET 2: 4801 MAIN STREET, SUITE 1000
CITY: KANSAS CITY
STATE: MO
ZIP: 64112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Northern Genesis Acquisition Corp.
CENTRAL INDEX KEY: 0001815495
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4801 MAIN STREET
STREET 2: SUITE 1000
CITY: KANSAS CITY
STATE: MO
ZIP: 64112
BUSINESS PHONE: (816) 983-8000
MAIL ADDRESS:
STREET 1: 4801 MAIN STREET
STREET 2: SUITE 1000
CITY: KANSAS CITY
STATE: MO
ZIP: 64112
4
1
ownership.xml
X0306
4
2021-04-26
1
0001815495
Northern Genesis Acquisition Corp.
NGA
0001821256
Northern Genesis Sponsor LLC
C/O NORTHERN GENESIS ACQUISITION CORP.
4801 MAIN STREET, SUITE 1000
KANSAS CITY
MO
64112
1
0
1
0
0001821310
Robertson Ian
C/O NORTHERN GENESIS ACQUISITION CORP.
4801 MAIN STREET, SUITE 1000
KANSAS CITY
MO
64112
0
0
1
0
Common Stock
2021-05-06
4
D
0
7986336
D
0
D
Warrants
11.50
2021-04-26
4
P
0
3000000
1.00
A
2026-05-06
Common Stock
3000000
11139069
D
Warrants
11.50
2021-05-06
4
D
0
11139069
D
2026-05-06
Common Stock
11139069
0
D
Northern Genesis Sponsor LLC ( the "Sponsor") forfeited to Northern Genesis Acquisition Corp. (the "Issuer") for no consideration as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering which transaction was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This form is being filed by the following reporting persons: The Sponsor and Ian Robertson (together with the Sponsor, the "Reporting Persons"). Ian Robertson, the Issuer's Vice Chairman, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.
In connection with the merger (the "Merger") of Lion Electric Merger Sub Inc. ("Merger Sub") with and into the Issuer pursuant to that certain Business Combination Agreement and Plan of Reorganization dated as of November 30, 202, between, Lion Electric Company ("Lion"), the Issuer, Merger Sub, 7,986,336 shares of the common stock of the Issuer, par value $0.0001 per share ("Issuer Common Stock"), were disposed of in exchange for the same number of shares of common stock, par value $0.0001 per share, of Lion ("Lion Common Stock").
In connection with the Merger, the Issuer issued to Sponsor working capital warrants to purchase 3,000,000 shares of NGA Common Stock (the "Working Capital Warrants") which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021.
In connection with the Merger, warrants to purchase 11,139,069 shares of the Issuer Common Stock, which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021, were disposed of in exchange for the warrants to purchase the same number of shares of Lion Common Stock. The 11,139,069 warrants include the Working Capital Warrants as well as 7,750,000 warrants issued to the Sponsor in connection with the Issuer's initial public offering and 389,069 warrants issued to Sponsor as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
/s/ Northern Genesis Sponsor LLC, by Ian Robertson, Managing Member
2021-05-06
/s/ Ian Robertson
2021-05-06