Embark Trucks, Inc., (“Embark” or the “Company”), a leading developer of autonomous software technology for the trucking industry and Northern Genesis Acquisition Corp. II (NYSE: NGAB) (“Northern Genesis 2”), a publicly-traded special purpose acquisition company, jointly announced today that they have entered into a definitive business combination agreement that will result in Embark becoming a publicly listed company.

Founded in San Francisco by CEO Alex Rodrigues and CTO Brandon Moak, Embark is a leading developer of software for self-driving trucks. Over the last five years, Embark has operated America’s longest running road-testing program for self-driving trucks to refine the company’s sophisticated self-driving software – purpose-built to navigate Class 8 trucks on long-distance freight trips. Embark partners with leading carriers, who pay a per-mile subscription cost for Embark’s Driver software to deploy and enable self-driving trucks within their fleets.

Embark, through its Partner Development Program, is currently working with shippers and carriers including Anheuser-Busch InBev, HP Inc., Werner Enterprises, Mesilla Valley Transportation, and Bison Transport, to help prepare their fleets to integrate self-driving technology and scale with Embark’s technology. Embark has an industry-leading safety track-record, with more than one million real world miles driven without a DOT-reportable incident.

“We have been solely focused on solving the problem of self-driving software for trucking since Embark’s CTO, Brandon Moak, and I founded the company in 2016,” said Alex Rodrigues, Co-Founder and CEO of Embark. “This singular and disciplined focus on the trucking market in the United States has allowed Embark to achieve many industry-first technology milestones – including the first self-driving truck to drive coast-to-coast – and positions Embark to be a leader in autonomous trucking software. The recent accomplishment of key technical milestones – including handling highway workzones on the fly – and the announcement of our Partner Development Program mark the start of Embark’s transition from research to commercialization. After many years of R&D on the world’s most mature self-driving truck software stack, we plan to enable carrier operation of self-driving trucks in the U.S. sunbelt beginning in 2024. Following the transaction with Northern Genesis we expect to have a war chest that fully funds this commercialization plan, and then some.”

“The Northern Genesis team is enthused to partner with Embark as it continues to execute on its focused mission, a mission that began more than five years ago. Our respective teams share a conviction that success today demands alignment with the ongoing secular shifts towards sustainability and social responsibility; Embark’s commitment to autonomous trucking delivers that alignment through enhanced fuel efficiency, improved driver working conditions, and safer roads for everyone,” said Ian Robertson, Director and CEO of Northern Genesis 2. “We are committed to leveraging our deep owner-operator business building experience to assist Embark on its transition from great private company to great public company.”

Transaction Overview

The transaction reflects an implied pro forma equity value of $5.16 billion and enterprise value of $4.55 billion. Upon closing, the combined company is expected to receive approximately $614 million of gross cash proceeds, comprised of approximately $414 million of cash held in the trust account of Northern Genesis 2, assuming no redemptions by NGAB stockholders, and a $200 million fully committed PIPE at $10 per share. The PIPE is supported by top-tier anchor investors including Canada Pension Plan Investment Board (CPP Investments), Knight-Swift Transportation, Mubadala Capital, Sequoia Capital, and Tiger Global Management, together with the Northern Genesis management team and its associated institutional investors.

The Boards of Directors for both Embark and Northern Genesis 2 have unanimously approved the proposed business combination, which is expected to be completed in the second half of 2021, subject to, among other things, the approval by Northern Genesis 2’s stockholders, satisfaction of the typical conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement, the receipt of certain regulatory approvals, and required approvals to publicly list the securities of the combined company.

Elaine Chao, former Secretary of Transportation and Labor, has joined Embark’s Board of Directors

Embark also announced that former U.S. Secretary of Transportation Elaine L. Chao has been appointed to its Board of Directors. Secretary Chao’s extensive public and private sector leadership experience will further strengthen Embark’s position in the AV industry. Prior to serving as Secretary of Transportation, Secretary Chao established a distinguished career both in and out of government, serving for eight years as the U.S. Secretary of Labor and as President and CEO of United Way of America.

Advisors

Citi is serving as financial advisor and capital markets advisor to Embark. J.P. Morgan Securities LLC is serving as financial advisor and capital markets advisor to Northern Genesis 2. J.P. Morgan Securities LLC, Citi, and BMO Capital Markets are serving as joint placement agents for the PIPE. Latham & Watkins LLP is lead legal counsel for Embark. Husch Blackwell LLP is lead legal counsel for Northern Genesis 2. Winston & Strawn LLP is lead legal counsel to the placement agents on the PIPE transaction.