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| CIK | 1843249 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Genesis Acquisition Corp III
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40269 Northern Genesis Acquisition Corp. III (Exact name of registrant |
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| March 27, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 07, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 17, 2023 |
Other Events, Financial Statements and Exhibits 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 16, 2023 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Commis |
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| March 17, 2023 |
Exhibit 99.1 Northern Genesis Acquisition Corp. III Announces Redemption of Public Shares and Subsequent Dissolution Kansas City, MO, March 16, 2023 (GLOBE NEWSWIRE) - Northern Genesis Acquisition Corp. III (the “Company”) (NYSE: NGC.U; NGC; NGC.WS) today announced that it will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offerin |
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| February 14, 2023 |
NGC / Northern Genesis Acquisition Corp. III / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* NORTHERN GENESIS ACQUISITION CORP. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66516W107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS ACQUI |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS ACQU |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-398 |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 N |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NO |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo |
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| May 9, 2022 |
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): May 8, 2022 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Commissio |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39881 NORTHERN GENESIS ACQU |
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| April 12, 2022 |
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): April 11, 2022 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Commis |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on |
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| February 14, 2022 |
NGC / Northern Genesis Acquisition Corp. III / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTHERN GENESIS ACQUISITION CORP. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66516W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS |
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| November 19, 2021 |
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): November 15, 2021 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Com |
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| November 16, 2021 |
NT 10-Q 1 ea150662-nt10qnortherngene3.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39881 NORTHERN GENESIS ACQUI |
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| August 16, 2021 |
Amendment to Registration Rights Agreement, dated April 1, 2021 Exhibit 10.3 Execution Version AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT (this ?Amendment?) is entered into as of the 21st day of April, 2021, and hereby amends that certain Registration Rights Agreement, dated March 23rd, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), and each of the ?Investors? identified therein (the ?Agreement |
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| May 26, 2021 |
10-Q 1 f10q0321northern3.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| May 24, 2021 |
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): May 21, 2021 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Commissi |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| April 27, 2021 |
Additional Forward Purchase Agreement Form (4) Exhibit 10.2 NG-III Execution Form FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 21, 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), [], a [] (?Counterparty?), and each affiliate of Counterparty that executes and delivers from time to time a Purchaser Joinder hereto (as defined herein). WHEREAS |
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| April 27, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 ea139982-8knortherngenesis3.htm CURRENT REPORT 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): April 21, 2021 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-148 |
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| April 27, 2021 |
Amended and Restated Forward Purchase Agreement (4) Exhibit 10.1 Execution Version AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of April 21, 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), Northern Genesis Capital III LLC, a Delaware limited liability company (?NGC?), and each Purchaser (as defined herein) that |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Genesis Acquisition Corp. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66516W206** (CUSIP Number) March 24, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| April 5, 2021 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0. |
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| April 1, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHERN GENESIS ACQUISITION CORP. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66516W206 (CUSIP Number) March 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| April 1, 2021 |
NORTHERN GENESIS ACQUISITION CORP. III INDEX TO FINANCIAL STATEMENT Exhibit 99.1 NORTHERN GENESIS ACQUISITION CORP. III INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Northern Genesis Acquisition Corp. III Opinion on the Financial Statemen |
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| April 1, 2021 |
8-K 1 ea138793-8knorthern3.htm CURRENT REPORT 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 (S |
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| March 30, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) NORTHERN GENESIS ACQUISITION CORP. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66516W206** (CUSIP Number) March 24, 2021 (Date of Event Which Requires Filing of this Stateme |
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| March 29, 2021 |
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 23, 2021 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-39881 86-1484719 (State of incorporation or organization) (Commis |
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| March 29, 2021 |
Form of Letter Agreement between the Company and each director and officer (1) Exhibit 10.1.1 March 23, 2021 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kanas City, MO 64112 As Representatives of the Underwriters: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Re: Initial Public Offeri |
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| March 29, 2021 |
Amended and Restated Certificate of Incorporation (1) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN GENESIS ACQUISITION CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Genesis Acquisition Corp. III, a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is ?Nor |
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| March 29, 2021 |
Administrative Services Agreement between the Company and the Sponsor EX-10.5 10 ea138563ex10-5northern3.htm ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 March 23, 2021 Northern Genesis Sponsor III LLC c/o Northern Genesis Holdings Inc. 4801 Main Street, Suite 1000 Kansas City, MO 64112 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration s |
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| March 29, 2021 |
Private Warrant Subscription Agreement between the Company and the Sponsor (1) Exhibit 10.4 March 23, 2021 Northern Genesis Sponsor III LLC Attention: Managing Member RE: Private Warrant Subscription Agreement Ladies and Gentlemen: Northern Genesis Acquisition Corp. III (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, a |
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| March 29, 2021 |
Form of Indemnification Agreement Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the 23rd day of March, 2021 (?Agreement?), by and between Northern Genesis Acquisition Corp. III, a Delaware corporation (?Company?), and (?Indemnitee?). WHEREAS, the Board of Directors of the Company (?Board?) has determined that the ability to attract and retain qualified officers and directors is in the |
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| March 29, 2021 |
Exhibit 1.1 EXECUTION VERSION 15,000,000 Units NORTHERN GENESIS ACQUISITION CORP. III UNDERWRITING AGREEMENT March 23, 2021 Morgan Stanley & Co. LLC Wells Fargo Securities, LLC TD Securities (USA) LLC ? As Representatives of the several Underwriters listed in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Wells Fargo Securities, LLC 500 West 33rd Street N |
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| March 29, 2021 |
Registration Rights Agreement between the Company and certain security holders. (1) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 23rd day of March, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), Northern Genesis Sponsor III LLC, a Delaware limited liability company (the ?Sponsor?), Northern Genesis Capital III LLC, a Delaware limited liability company |
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| March 29, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1) Exhibit 4.1 Execution Version WARRANT AGREEMENT This agreement is made as of March 23, 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation, with offices at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent?). WHEREAS |
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| March 29, 2021 |
Letter Agreement between the Company and the Sponsor. (1) Exhibit 10.1.2 March 23, 2021 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kanas City, MO 64112 As Representatives of the Underwriters: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Re: Initial Public Offeri |
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| March 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of March 23, 2021 by and between Northern Genesis Acquisition Corp. III (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-253234 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared ef |
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| March 29, 2021 |
Northern Genesis Acquisition Corp. III Announces Closing of $150 Million Initial Public Offering Exhibit 99.1 Northern Genesis Acquisition Corp. III Announces Closing of $150 Million Initial Public Offering Kansas City, MO, March 26, 2021 - Northern Genesis Acquisition Corp. III (the ?Company?) announced today that it closed its initial public offering of 15,000,000 units at $10.00 per unit, resulting in gross proceeds of $150 million. The units commenced trading on the New York Stock Exchang |
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| March 25, 2021 |
$150,000,000 Northern Genesis Acquisition Corp. III 15,000,000 Units 424B3 1 f424b30321northerngenesis3.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-253234 Prospectus $150,000,000 Northern Genesis Acquisition Corp. III 15,000,000 Units Northern Genesis Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or simil |
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| March 23, 2021 |
* * * [Signature Page Follows] March 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 23, 2021 |
Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 March 22, 2021 VIA EDGAR Mr. Kevin Dougherty Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Northern Genesis Acquisition Corp. III Registration Statement on Form S-1 File No. 333-253234 Dear Mr. Dougherty: Northern Genesis Acquisition Corp. I |
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| March 22, 2021 |
Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 March 22, 2021 VIA EDGAR Mr. Kevin Dougherty Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Northern Genesis Acquisition Corp. III Registration Statement on Form S-1 File No. 333-253234 Dear Mr. Dougherty: On March 18, 2021, Northern Genesis |
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| March 22, 2021 |
8-A12B 1 ea138182-8a12bnorthern.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORTHERN GENESIS ACQUISITION CORP. III (Exact Name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or or |
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| March 19, 2021 |
* * * [Signature Page Follows] March 18, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 19, 2021 |
Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kansas City, MO 64112 March 18, 2021 VIA EDGAR Mr. Kevin Dougherty Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Northern Genesis Acquisition Corp. III Registration Statement on Form S-1 File No. 333-253234 Dear Mr. Dougherty: Northern Genesis Acquisition Corp. I |
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| March 17, 2021 |
S-1/A 1 fs12021a2northerngenesis3.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 17, 2021. Registration No. 333-253234 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Northern Genesis Acquisition Corp. III (Exact name of registrant as specified |
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| March 17, 2021 |
March 17, 2021 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Washington, D. |
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| March 11, 2021 |
Form of Administrative Services Agreement Exhibit 10.6 Form of Administrative Services Agreement March [], 2021 Northern Genesis Sponsor III LLC c/o Northern Genesis Holdings Inc. 4801 Main Street, Suite 1000 Kansas City, MO 64112 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offe |
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| March 11, 2021 |
Forward Purchase Agreement (3) Exhibit 10.8 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of March , 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), Northern Genesis Capital III LLC, a Delaware limited liability company (?NGC?), and each Purchaser (as defined herein) that executes and delivers from time to time a Purchaser Jo |
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| March 11, 2021 |
Compensation Committee Charter EX-99.2 19 fs12021a1ex99-2northern3.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NORTHERN GENESIS ACQUISITION CORP. III I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Northern Genesis Acquisition Corp. III (the “Company”) for the purposes of, among other things, ( |
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| March 11, 2021 |
EX-4.4 7 fs12021a1ex4-4northern3.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 FORM OF WARRANT AGREEMENT This agreement is made as of , 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation, with offices at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (“Company”), and Continental Stock Transfer & Trust C |
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| March 11, 2021 |
Form of Subscription Agreement for Private Warrants EX-10.5 12 fs12021a1ex10-5northern3.htm FORM OF SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT WARRANTS Exhibit 10.5 Form of Subscription Agreement for Private Placement Warrants March [], 2021 Northern Genesis Sponsor III LLC Attention: Managing Member RE: Private Warrant Subscription Agreement Ladies and Gentlemen: Northern Genesis Acquisition Corp. III (the “Company”), a blank check company forme |
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| March 11, 2021 |
Code of Ethics and Business Conduct EX-14 16 fs12021a1ex14northern3.htm CODE OF ETHICS Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF NORTHERN GENESIS ACQUISITION CORP. III 1. Introduction The Board of Directors (the “Board”) of Northern Genesis Acquisition Corp. III (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, o |
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| March 11, 2021 |
EX-4.3 6 fs12021a1ex4-3northern3.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS NORTHERN GENESIS ACQUISITION CORP. III WARRANTS CUSIP [] THIS CERTIFIES THAT is the owner of Warrants of Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), ` |
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| March 11, 2021 |
Exhibit 4.1 NUMBER U- UNITS NORTHERN GENESIS ACQUISITION CORP. III UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-QUARTER OF ONE WARRANT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] THIS CERTIFIES THAT is the owner of Units of Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), each such Unit consisting of one (1) share of common stock, par value $0.0001 per shar |
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| March 11, 2021 |
Specimen Common Stock Certificate Exhibit 4.2 NUMBER -C SHARES NORTHERN GENESIS ACQUISITION CORP. III COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock of the par value of $0.0001 each of Northern Genesis Acquisition Corp. III, a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by duly authori |
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| March 11, 2021 |
Form of Registration Rights Agreement EX-10.4 11 fs12021a1ex10-4northern3.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of March, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), Northern Genesis Sponsor III LLC, a Delaware limited liability company (the “S |
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| March 11, 2021 |
Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of March [?], 2021 by and between Northern Genesis Acquisition Corp. III (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-253234 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been de |
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| March 11, 2021 |
EX-3.2 3 fs12021a1ex3-2northern3.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN GENESIS ACQUISITION CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Genesis Acquisition Corp. III, a corporation existing under the laws of the State of Delaware (the “Corporation |
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| March 11, 2021 |
Form of Underwriting Agreement EX-1.1 2 fs12021a1ex1-1northern3.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 [●] Units NORTHERN GENESIS ACQUISITION CORP. III UNDERWRITING AGREEMENT March [●], 2021 Morgan Stanley & Co. LLC Wells Fargo Securities, LLC TD Securities (USA) LLC As Representatives of the several Underwriters listed in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Wells Fa |
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| March 11, 2021 |
Form of Indemnification Agreement EX-10.7 14 fs12021a1ex10-7northern3.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the day of March, 2021 (“Agreement”), by and between Northern Genesis Acquisition Corp. III, a Delaware corporation (“Company”), and (“Indemnitee”). WHEREAS, the Board of Directors of the Company (“Board”) has determined that |
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| March 11, 2021 |
S-1/A 1 fs12021a1northerngenesis3.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on March 10, 2021. Registration No. 333-253234 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Northern Genesis Acquisition Corp. III (Exact name of registrant as speci |
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| March 11, 2021 |
EX-10.1 9 fs12021a1ex10-1northern3.htm FORM OF LETTER AGREEMENT FROM EACH OF THE REGISTRANT'S SPONSOR, OFFICERS AND DIRECTORS Exhibit 10.1 Form of Letter Agreement March , 2021 Northern Genesis Acquisition Corp. III 4801 Main Street, Suite 1000 Kanas City, MO 64112 As Representatives of the Underwriters: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Wells Fargo Securities, LLC 55 |
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| March 11, 2021 |
Exhibit 99.3 Adopted: March [], 2021 NOMINATING COMMITTEE CHARTER OF NORTHERN GENESIS ACQUISITION CORP. III The responsibilities and powers of the Nominating Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Northern Genesis Acquisition Corp. III (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, |
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| March 11, 2021 |
EX-99.1 18 fs12021a1ex99-1northern3.htm AUDIT COMMITTEE CHARTER Exhibit 99.1 Adopted: March [], 2021 AUDIT COMMITTEE CHARTER OF NORTHERN GENESIS ACQUISITION CORP. III Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Northern Genesis Acquisition Corp. III (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, qua |
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| February 18, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Northern Genesis Acquisition Corp. III (Exact name of registrant as specified in its charter) Delaware 6770 86-1484719 (State or other jurisdiction of incorporat |
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| February 18, 2021 |
Founder Shares Purchase Agreement (2) EX-10.9 5 fs12021ex10-9northern3.htm PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE REGISTRANT'S SPONSOR FOR THE FOUNDER SHARES Exhibit 10.9 January 13, 2021 Northern Genesis Sponsor III LLC Attention: Managing Member RE: Founder Shares Purchase Agreement Ladies and Gentlemen: Pursuant to this letter agreement (this “Agreement”), Northern Genesis Acquisition Corp. III, a Delaware corporation (t |
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| February 18, 2021 |
EX-10.3 4 fs12021ex10-3northern3.htm PROMISSORY NOTE Exhibit 10.3 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY |
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| February 18, 2021 |
EX-3.1 2 fs12021ex3-1northern3.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 Certificate of Incorporation of NORTHERN GENESIS ACQUISITION CORP. IIi - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter state |
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| February 18, 2021 |
EX-3.3 3 fs12021ex3-3northern3.htm BYLAWS Exhibit 3.3 Adopted as of January 11, 2021 BY LAWS OF NORTHERN GENESIS ACQUISITION CORP. III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Genesis Acquisition Corp. III (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Cas |
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| January 29, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 Certificate of Incorporation of NORTHERN GENESIS ACQUISITION CORP. IIi - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions o |
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| January 29, 2021 |
BY LAWS NORTHERN GENESIS ACQUISITION CORP. III ARTICLE I OFFICES Exhibit 3.3 Adopted as of January 11, 2021 BY LAWS OF NORTHERN GENESIS ACQUISITION CORP. III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Genesis Acquisition Corp. III (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the r |
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| January 29, 2021 |
Exhibit 10.3 PROMISSORY NOTE $150,000 As of January 11, 2021 Northern Genesis Acquisition Corp. III (?Maker?) promises to pay to the order of Northern Genesis Sponsor II LLC or its successors or assigns (?Payee?) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. Payee can ass |
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| January 29, 2021 |
This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on January 29, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SEC |
