0001104659-21-141353.txt : 20211118 0001104659-21-141353.hdr.sgml : 20211118 20211118180333 ACCESSION NUMBER: 0001104659-21-141353 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211110 FILED AS OF DATE: 20211118 DATE AS OF CHANGE: 20211118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moak Brandon CENTRAL INDEX KEY: 0001887791 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39881 FILM NUMBER: 211425815 MAIL ADDRESS: STREET 1: C/O EMBARK TRUCKS INC. STREET 2: 424 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Embark Technology, Inc. CENTRAL INDEX KEY: 0001827980 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 853343695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 424 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 671-9628 MAIL ADDRESS: STREET 1: 424 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Northern Genesis Acquisition Corp. II DATE OF NAME CHANGE: 20201009 3 1 tm2132980-7_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-11-10 0 0001827980 Embark Technology, Inc. EMBK 0001887791 Moak Brandon C/O EMBARK TECHNOLOGY, INC. 424 TOWNSEND STREET SAN FRANCISCO CA 94107 1 1 0 0 Chief Tech Officer/Co-Founder Class B Common Stock Class A Common Stock 37044649 I By Brandon Moak Living Trust Restricted Stock Units Class A Common Stock 15650321 D Shares of the Class B Common Stock may be converted into shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date. Restricted Stock Units ("RSUs") vest based on the Issuer's stock price performance over a performance period beginning on the first anniversary of the business combination of NGA and Embark Trucks, and ending on the tenth anniversary of the grant date, subject to satisfying certain service-based conditions. The award will vest, if at all, in six equal tranches based on the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by the tenth anniversary of the award grant date will be forfeited. Each RSU represents a contingent right to receive a Class A Common Stock of the Issuer. Exhibit 24 - Power of Attorney. /s/ Siddhartha Venkatesan, Attorney-in-fact for Brandon Moak 2021-11-18 EX-24 2 tm2132980d7_ex24.htm EXHIBIT 24

Exhibit 24

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Embark Technology, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of October, 2021.

 

  By: /s/Brandon Moak
  Name: Brandon Moak

 

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1. Siddhartha Venkatesan

 

2. Richard Hawwa