EMBK - EMBARK ALERT: Bragar Eagel & Squire P.C. is Investigating Embark Technology Inc. f/k/a Northern Genesis Acquisition Corp. II on Behalf of Long-Term Stockholders and Encourages Investors to Contact the Firm | Benzinga
NEW YORK, Feb. 01, 2024 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Embark Technology, Inc. f/k/a Northern Genesis Acquisition Corp. II (NASDAQ:EMBK) on behalf of long-term stockholders following a class action complaint that was filed against Embark on December 13, 2022 with a Class Period from January 15, 2021 to January 5, 2022. Our investigation concerns whether the board of directors of Embark have breached their fiduciary duties to the company.
Headquartered in San Francisco, California, Embark is a Delaware corporation that builds software for carriers to enable autonomous trucks within their fleets. The autonomous vehicle company offers software as a service product ecosystem, such as Embark driver, Embark universal interface, and Embark guardian.
Originally, the Company was a special purpose acquisition company ("SPAC") called Northern Genesis Acquisition Corp. II ("NGA"), and its purpose for forming was to effect a merger, stock exchange, acquisition, reorganization, or similar business combination with one or more businesses. It had its initial public offering ("IPO") on January 15, 2021.
The Company filed with the SEC its prospectus in connection with the IPO, where it reassured the stockholders that the Company's management team had significant experience identifying, evaluating and acquiring businesses, and would conduct a sufficient due diligence review before making any such determinations.
On June 22, 2021, the Company filed a merger agreement with the SEC where it stated that it would be merging with Embark Trucks, a Delaware Corporation ("Legacy Embark"). Legacy Embark was a startup company that developed self-driving truck technology designed for freight and logistic services.
On June 23, 2021, the Company and Legacy Embark issued a joint press release where the Company announced that it would merge with Legacy Embark (the "Merger"). The Company ensured that it would work with Legacy Embark and make sure it transitions to a "great public company."
On July 2, 2021, the Company filed a Form S-4 registration statement with the SEC that became effective on October 18, 2021 (the "Registration Statement"). Included in the Registration Statement was a preliminary proxy statement and prospectus for a special meeting with Company shareholders to vote on the Merger (the "Preliminary Proxy Statement"). The Preliminary Proxy Statement was filed as definitive on October 19, 2021. The Preliminary Proxy Statement contained NGA's condensed financial statements for the three and six months ending on June 30, 2021 and included materially false and misleading statements.
The Company sent the Preliminary Proxy Statement to its shareholders on October 6, 2021 for the shareholders to approve the Merger proposed during a November 9, 2021 special meeting. The Merger was subsequently approved by NGA shareholders during the special meeting.
On November 10, 2021, the Company merged with Legacy Embark and changed its name from "Northern Genesis Acquisition Corp. II" to "Embark Technology, Inc."
Before the market opened on the same day that the Merger closed, the Company filed a Form 10-Q with the SEC on November 10, 2021 for the quarter ended September 30, 2021 ("3Q21"). In the 3Q21, the Company disclosed a "revision" to its previously issued financial statements, admitting that there was a "reclassification error" for the statements as of September 30, 2021. The Company noted that the errors were related to the temporary equity and permanent equity for stockholders.
However, the reclassification error was more significant than initially presented. The error ended up requiring the Company to disclose more than it did in the partial disclosure in the 3Q21. It should have included the impact of the error on the Company's financials as of and for the three and six months ended June 30, 2021, or on the Company's financials as of for the three and nine months ended September 30, 2021.
Moreover, the disclosure failed to state that the errors would require the Company to issue a restatement in the future. The disclosure also failed to address that ...