UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2021
NORTHERN GENESIS ACQUISITION CORP. III
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-40269 | | 86-1484719 |
(State of incorporation
or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
4801 Main Street, Suite 1000 Kansas City, MO | | 64112 |
| (Address of principal executive offices) | | (Zip Code) |
(816) 514-0324
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one share of common stock and one-quarter of one redeemable warrant | | NGC.U | | New York Stock Exchange |
| Common Stock, par value $0.0001 per share | | NGC | | New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | | NGC.WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 26, 2021, Northern Genesis Acquisition Corp. III (the “Company”) consummated it is initial public offering (the “IPO”) of the Company consummated the IPO of 15,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-quarter of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. Pursuant to the Underwriting Agreement, the Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units solely to cover over-allotments, if any
On March 26, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 3,166,667 warrants (the “Private Warrants”) at a purchase price of $1.50 per Private Warrant to the Company’s sponsor, Northern Genesis Sponsor III LLC, generating gross proceeds to the Company of $4,750,000.
A total of $150,000,000, comprised of $147,000,000 of the proceeds from the IPO (which amount includes $5,250,000 of the underwriter’s deferred underwriting commissions) and $3,000,000 of the proceeds of the sale of the Private Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of March 26, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: April 1, 2021
| | NORTHERN GENESIS ACQUISITION CORP. III |
| | | |
| | By: | /s/ Ken Manget |
| | | Name: | Ken Manget |
| | | Title: | Chief Financial Officer |
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