Item 7.01. Regulation FD Disclosure.
On January 26, 2021, Northern Genesis Acquisition Corp. ("Northern Genesis")
issued a press release announcing that its proposed business combination
partner, Lion Electric, has announced a new chapter in its collaboration with
FLO and its parent company AddEnergie, with the signing of a reseller agreement.
FLO is a leading North American charging network operator for electric vehicles
and provider of AddEnergie's smart charging software and equipment. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference. Such exhibit and the information set forth therein shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Important Information and Where to Find It
The Registration Statement filed by Lion Electric with the SEC includes a
preliminary prospectus relating to the registration of the securities to be
issued by Lion Electric to Northern Genesis' stockholders in connection with the
transaction, and a preliminary proxy statement of Northern Genesis in connection
with Northern Genesis' solicitation of proxies for the vote by its stockholders
with respect to the transaction and other matters as described in the
Registration Statement. After the Registration Statement has been cleared by the
SEC and declared effective, Northern Genesis will mail a definitive proxy
statement to its stockholders. Investors and security holders of Northern
Genesis and other interested parties are urged to read the Registration
Statement, the preliminary proxy statement/prospectus and amendments thereto and
the definitive proxy statement/prospectus (the "Joint Proxy
Statement/Prospectus"), any amendments to the foregoing, and any other documents
filed with the SEC, when available, because they will contain important
information about Lion Electric, Northern Genesis and the proposed business
combination. Investors and security holders of Northern Genesis may obtain free
copies of the Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Northern Genesis and Lion Electric through the
website maintained by the SEC at http://www.sec.gov or by directing a request
to: Northern Genesis Acquisition Corp., 4801 Main Street, Suite 1000, Kansas
City, MO 64112 or (816) 514-0324. The information contained on, or that may be
accessed through, the websites referenced in this Current Report on Form 8-K is
not incorporated by reference into, and is not a part of, this Current Report on
Form 8-K.
Participants in the Solicitation
Northern Genesis and its directors and executive officers and other persons may
be deemed to be participants in the solicitations of proxies from Northern
Genesis' stockholders in respect of the proposed business combination. Lion
Electric and its officers and directors may also be deemed participants in such
solicitation. Information regarding Northern Genesis' directors and executive
officers is available under the heading "Management" in its final prospectus
dated August 17, 2020 filed with the SEC on August 18, 2020 (the "Company IPO
Prospectus"). Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, which may, in some cases, be different than
those of their stockholders generally, will be contained in the Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC in
connection with the proposed business combination when they become available.
Stockholders, potential investors and other interested persons should read the
Joint Proxy Statement/Prospectus carefully when it becomes available before
making any voting or investment decisions. When available, these documents can
be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a solicitation of
any vote or approval. No offer of securities, other than with respect to the
concurrent private placement of Lion shares as described in the Registration
Statement, shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
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Forward-Looking Statements
All statements other than statements of historical facts contained in this
Current Report on Form 8-K 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. 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," "project," "potential," "seem," "seek," "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 forward-looking statements
include, but are not limited to, statements regarding the transaction, including
with respect to timing and closing thereof, the ability to consummate the
transaction, the benefits of the transaction, the ability to satisfy the Cash
Condition, the completion of the PIPE, estimates and forecasts of financial and
other performance metrics, visibility on potential orders and business
relationships, sufficiency and use of funds following completion of the proposed
transaction, as well as the combined company's strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management. These statements are based on
various assumptions, whether or not identified in this Current Report on Form
8-K, and on the current expectations of Lion Electric's and Northern Genesis'
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 the Lion Electric's current objectives, goals, targets,
strategic priorities, expectations and plans, and in obtaining a better
understanding of the Lion Electric'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
Electric and Northern Genesis, and are based on a number of assumptions, as well
as other factors that Lion Electric and Northern Genesis believe 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 the Lion Electric's
vision, business, objectives, plans and strategies will be achieved. Many risks
and uncertainties could cause Lion Electric's actual results, performance or
achievements or future events or developments to differ materially from those
expressed or implied by the forward-looking statements, including any adverse
changes in the U.S. and Canadian general economic, business, market, financial,
political and legal conditions; Lion Electric's inability to successfully and
economically manufacture and distribute its vehicles at scale and meet its
customers' business needs; Lion Electric's inability to execute its growth
strategy; Lion Electric's inability to maintain its competitive position; Lion
Electric's inability to reduce its costs of supply overtime; any inability to
maintain and enhance Lion Electric's reputation and brand; any significant
product repair and/or replacement due to product warranty claims or product
recalls; any failure of information technology systems or any cybersecurity and
data privacy breaches or incidents; natural disasters, epidemic or pandemic
outbreaks, boycotts and geo-political events; the risk that a condition to
closing of the transaction (including the obtention of Northern Genesis'
stockholders approval) may not be satisfied; the failure to realize the
anticipated benefits of the proposed transaction; the amount of redemption
requests made by Northern Genesis' public stockholders; the risk that the
proposed transaction disrupts Lion Electric's or Northern Genesis' current plans
and operations as a result of the announcement of the transaction; the outcome
of any legal proceedings that may be instituted against Lion Electric or
Northern Genesis following announcement of the transaction; the inability of the
parties to successfully or timely consummate the proposed transaction; and those
factors discussed in Northern Genesis' IPO Prospectus, and any subsequently
filed Quarterly Report on Form 10-Q, in each case, under the heading "Risk
Factors," and other documents of Northern Genesis filed, or to be filed, with
the SEC, as well as any documents to be filed by Lion Electric in accordance
with applicable securities laws. These factors are not intended to represent a
complete list of the factors that could affect Lion Electric, and there may be
additional risks that neither Northern Genesis nor Lion Electric presently know
or that Northern Genesis and Lion Electric currently believe are immaterial that
could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect
Northern Genesis' and Lion Electric's expectations, plans or forecasts of future
events and views as of the date of this Current Report on Form 8-K. Northern
Genesis and Lion Electric anticipate that subsequent events and developments
will cause Northern Genesis' and Lion Electric's assessments to change. However,
while Northern Genesis and Lion Electric may elect to update these
forward-looking statements at some point in the future, Northern Genesis and
Lion Electric have no intention and undertake no obligation to do so except as
required by applicable law. These forward-looking statements should not be
relied upon as representing Northern Genesis' and Lion Electric's assessments as
of any date subsequent to the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated January 26, 2021
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