0001104659-21-147803 | S-1/A | XBRL Viewer

Cover
- Document And Entity Information
Financial Statements
- BALANCE SHEET
- BALANCE SHEET (Parentheticals)
- STATEMENT OF OPERATIONS
- STATEMENT OF CHANGES IN STOCKHOLDER?S EQUITY
- STATEMENT OF CASH FLOWS
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- INITIAL PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS AND CONTINGENCIES
- STOCKHOLDER?S EQUITY
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- INITIAL PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- STOCKHOLDER'S EQUITY (Details)
Financial Statements
- BALANCE SHEETS
- BALANCE SHEETS (Parentheticals)
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS
- STOCKHOLDERS' EQUITY
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
Notes Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the balance sheets (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of class A common stock reflected in the condensed consolidated balance sheets (Details)
- PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS (Details)
- COMMITMENTS (Details)
- STOCKHOLDERS' EQUITY (Details)
Financial Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals)
- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
- CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
- CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS
- STOCKHOLDERS' EQUITY
- WARRANT LIABILITY
- FAIR VALUE MEASUREMENTS
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- FAIR VALUE MEASUREMENTS (Tables)
Notes Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the balance sheets (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the Statement of stockholder's equity (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the statement of operations (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of class A common stock reflected in the condensed consolidated balance sheets (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of calculation of basic and diluted net income (loss) per common share (Details)
- PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS (Details)
- COMMITMENTS (Details)
- STOCKHOLDERS' EQUITY (Details)
- WARRANT LIABILITY (Details)
- FAIR VALUE MEASUREMENTS (Details)
- FAIR VALUE MEASUREMENTS (Details) - Schedule of company's assets and liabilities
- FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in fair value of warrant liabilities
- FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in the fair value of the FPA liability
- FAIR VALUE MEASUREMENTS (Details) - Schedule of black Scholes option pricing model
- SUBSEQUENT EVENTS (Details)
Financial Statements
- Balance Sheets
- Balance Sheets (Parenthetical)
- Statements of Operations
- Statements of Comprehensive Loss
- Consolidated Statements of Equity and Stockholder's Equity
- Consolidated Statements of Equity and Stockholder's Equity (Parenthetical)
- Statements of Cash Flows
- Statements of Cash Flows (Parenthetical)
Notes to Financial Statements
- DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- BALANCE SHEET COMPONENTS
- STOCKHOLDERS' EQUITY
- STOCK-BASED COMPENSATION EXPENSE
- RETIREMENT SAVINGS PLAN
- INCOME TAXES
- CONVERTIBLE DEBT AND NOTES PAYABLE
- DERIVATIVE LIABILITY
- COMMITMENTS AND CONTINGENCIES
- NET LOSS PER SHARE
- SUBSEQUENT EVENTS
- SUBSEQUENT EVENTS (UNAUDITED)
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- BALANCE SHEET COMPONENTS (Tables)
- STOCKHOLDERS EQUITY (Tables)
- STOCK-BASED COMPENSATION EXPENSE (Tables)
- INCOME TAXES (Tables)
- CONVERTIBLE DEBT AND NOTES PAYABLE (Tables)
- DERIVATIVE LIABILITY (Tables)
- COMMITMENTS AND CONTINGENCIES (Tables)
- NET LOSS PER SHARE (Tables)
Notes Details
- DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents and restricted cash and cash equivalents (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying value and fair value of financial instruments (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Software (Details)
- BALANCE SHEET COMPONENTS - Marketable Securities (Details)
- BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details)
- BALANCE SHEET COMPONENTS - Property, Equipment and Software (Details)
- BALANCE SHEET COMPONENTS - Other Assets (Details)
- BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details)
- STOCKHOLDERS' EQUITY - Preferred and Founders Preferred Stock (Details)
- STOCKHOLDERS' EQUITY - Proceeds from Issuance of Convertible Preferred Stock (Details)
- STOCKHOLDERS' EQUITY - Preferred Stock (Details)
- STOCKHOLDERS EQUITY - Warrants (Details)
- STOCKHOLDERS EQUITY - Common Stock Warrants (Details)
- STOCK-BASED COMPENSATION EXPENSE - Stock Option Plan (Details)
- STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details)
- STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details)
- STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details)
- STOCK-BASED COMPENSATION EXPENSE - Restricted Stock Units (Details)
- STOCK-BASED COMPENSATION EXPENSE - Performance Awards (Details)
- INCOME TAXES - Effective Tax Rate (Details)
- INCOME TAXES - Changes in Valuation Allowance (Details)
- INCOME TAXES - Deferred Tax Assets and Liabilities (Details)
- INCOME TAXES - Reconciliation of Total Unrecognized Tax Position (Details)
- CONVERTIBLE DEBT AND NOTES PAYABLE - (Details)
- CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of September 30, 2021 (Details)
- CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of December 31, 2020 (Details)
- DERIVATIVE LIABILITY - Inputs and Assumptions used in the Valuation of the Fair Value (Details)
- DERIVATIVE LIABILITY - Fair Value of the Derivative Liabilities (Details)
- DERIVATIVE LIABILITY - Roll-forward of Fair Values of the Derivative Liability (Details)
- DERIVATIVE LIABILITY - Additional Information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- NET LOSS PER SHARE (Details)
- NET LOSS PER SHARE - Weighted-average outstanding (Details)
- SUBSEQUENT EVENTS (Details)
- SUBSEQUENT EVENTS - Office space in San Francisco (Details)
- SUBSEQUENT EVENTS - Restricted stock units (Details)
- SUBSEQUENT EVENTS - Performance-based RSUs (Details)
- SUBSEQUENT EVENTS - Merger Agreement (Details)
- SUBSEQUENT EVENTS (UNAUDITED) (Details)
All Reports

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2021
Document And Entity Information Abstract
Entity Registrant Name	Embark Technology, Inc.
Document Type	S-1/A
Amendment Description	AMENDMENT NO.1
Amendment Flag	true
Entity Central Index Key	0001827980
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

BALANCE SHEET	Dec. 31, 2020 USD ($)
Assets
Total assets	$ 72,984,000
Current liabilities
Total current liabilities	1,537,000
Commitments
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	1,000
Additional paid-in capital	129,449,000
Accumulated deficit	(58,690,000)
Total stockholder's Equity	70,805,000
Total liabilities and stockholder's Equity	72,984,000
Northern Genesis Acquisition Corp II [Member]
Assets
Deferred offering costs	249,917
Total assets	249,917
Current liabilities
Accrued expenses	1,450
Accrued offering costs	107,000
Promissory note - related party	117,917
Total current liabilities	226,367
Commitments
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,350,000 at September 30, 2021 and December 31, 2020	1,035
Additional paid-in capital	23,965
Accumulated deficit	(1,450)
Total stockholder's Equity	23,550
Total liabilities and stockholder's Equity	$ 249,917

BALANCE SHEET (Parentheticals) - $ / shares	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2018
Preferred stock par value	$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	87,355,585		87,355,585	87,355,585
Preferred Stock, Shares Issued	87,355,585		87,355,585	87,355,585	206,815,077
Preferred Stock, Shares Outstanding	87,355,585		87,355,585	87,355,585
Common stock, par value (in Dollars per share)	$ 0.00001		$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000		150,000,000	150,000,000
Common stock, shares issued	47,895,715		47,340,305	47,000,134
Common stock, shares outstanding	47,772,888		47,340,305	47,000,134
Northern Genesis Acquisition Corp. II
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	10,350,000	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000

STATEMENT OF OPERATIONS - USD ($)		3 Months Ended					9 Months Ended		12 Months Ended
STATEMENT OF OPERATIONS - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Net loss					$ (6,543,000)		$ (47,825,000)	$ (14,988,000)	$ (21,531,000)	$ (15,310,000)
Northern Genesis Acquisition Corp. II
Formation and operating costs	$ 1,000	$ 1,554,197				$ 1,450	3,016,548
Net loss	$ 1,000	$ 11,546,198	$ (12,244,108)	$ 4,880,183		$ (1,450)	$ 4,182,273
Weighted average shares outstanding, basic and diluted (in Shares)						10,350,000
Basic and diluted net loss per common share (in Dollars per share)						$ 0.00

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

STATEMENT OF CHANGES IN STOCKHOLDER?S EQUITY - USD ($)	Northern Genesis Acquisition Corp. II Common Stock	Northern Genesis Acquisition Corp. II Additional Paid-in Capital	Northern Genesis Acquisition Corp. II Accumulated Deficit	Northern Genesis Acquisition Corp. II	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balances at the beginning at Dec. 31, 2018						$ 57,418,000	$ (21,849,000)	$ 35,570,000
Issuance of common stock to Sponsor						69,922,000		69,922,000
Net losses							(15,310,000)	(15,310,000)
Balance at the end at Dec. 31, 2019					$ 0	128,297,000	(37,159,000)	91,208,000
Net losses							(14,988,000)	(14,988,000)
Balance at the end at Sep. 30, 2020	$ 1,035	$ 23,965	$ 24,000		0	129,040,000	(52,147,000)	77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Balances at the beginning at Dec. 31, 2019					0	128,297,000	(37,159,000)	91,208,000
Net losses							(21,531,000)	(21,531,000)
Balance at the end at Dec. 31, 2020	$ 1,035	23,965	(1,450)	$ 23,550	0	129,449,000	(58,690,000)	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Balances at the beginning at Sep. 24, 2020	$ 0	0	0	0
Balance (in Shares) at Sep. 24, 2020	0
Issuance of common stock to Sponsor	$ 1,035	23,965	25,000
Issuance of Series C Preferred Stock, net of issuance costs (in shares)	10,350,000
Net losses			(1,000)	1,000
Balance at the end at Sep. 30, 2020	$ 1,035	23,965	24,000		0	129,040,000	(52,147,000)	77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Balances at the beginning at Sep. 24, 2020	$ 0	0	0	0
Balance (in Shares) at Sep. 24, 2020	0
Issuance of common stock to Sponsor	$ 1,035	23,965	0	25,000
Issuance of Series C Preferred Stock, net of issuance costs (in shares)	10,350,000
Net losses	$ 0	0	(1,450)	(1,450)
Balance at the end at Dec. 31, 2020	$ 1,035	23,965	(1,450)	23,550	0	129,449,000	(58,690,000)	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Balances at the beginning at Sep. 30, 2020	$ 1,035	23,965	24,000		0	129,040,000	(52,147,000)	77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Net losses							(6,543,000)	(6,543,000)
Balance at the end at Dec. 31, 2020	$ 1,035	23,965	(1,450)	23,550	0	129,449,000	(58,690,000)	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Net losses			4,880,183	4,880,183
Balance at the end at Mar. 31, 2021	$ 1,035		(37,456,428)	(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Balances at the beginning at Dec. 31, 2020	$ 1,035	$ 23,965	(1,450)	23,550	0	129,449,000	(58,690,000)	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Net losses				4,182,273			(47,825,000)	(47,825,000)
Balance at the end at Sep. 30, 2021	$ 1,035		(39,121,005)	(39,119,970)	0	133,233,000	(106,515,000)	26,719,000
Balance (in Shares) at Sep. 30, 2021	10,350,000
Balances at the beginning at Mar. 31, 2021	$ 1,035		(37,456,428)	(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Net losses			(12,244,108)	(12,244,108)
Balance at the end at Jun. 30, 2021	$ 1,035		(50,667,203)	(50,666,168)
Balance (in Shares) at Jun. 30, 2021	10,350,000
Net losses			11,546,198	11,546,198
Balance at the end at Sep. 30, 2021	$ 1,035		$ (39,121,005)	$ (39,119,970)	$ 0	$ 133,233,000	$ (106,515,000)	$ 26,719,000
Balance (in Shares) at Sep. 30, 2021	10,350,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

STATEMENT OF CASH FLOWS	3 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash Flows from Financing Activities:
Cash-End of period	$ 11,055,000
Northern Genesis Acquisition Corp. II
Cash Flows from Operating Activities:
Net losses	(1,450)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued expenses	1,450
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	117,917
Payments of Stock Issuance Costs	117,917
Net Cash Provided by (Used in) Financing Activities	0
Net Change in Cash	0
Cash-Beginning of period	0
Cash-End of period	0
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	107,000
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock	$ 25,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp. II

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Genesis Acquisition Corp. II (the “Company”) was incorporated in Delaware on September 25, 2020. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to initially concentrate on target businesses making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares,” which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,686,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, Northern Genesis Sponsor II LLC (the “Sponsor”), generating gross proceeds of $10,030,000, which is described in Note 4.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provisions that specifically apply only to the period prior to the consummation of our initial business combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until January 15, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,

dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founder Shares have no redemption rights with respect to such Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligations and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through March 31, 2022 and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Genesis Acquisition Corp. II (now known as Embark Technology, Inc.) (the “Company”) was incorporated in Delaware on September 25, 2020. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to initially concentrate on target businesses making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of January 15, 2021, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through January 15, 2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 4.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs. In addition, at January 15, 2021, cash of $588,820 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

The Sponsor and the Company’s officers, directors and director nominees will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provisions that specifically apply only to the period prior to the consummation of our initial business combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The holders of the Founder Shares will agree to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its initial public offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through January 23, 2022 and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company has a wholly owned subsidiary NGAB Merger Sub Inc., which was incorporated in Delaware on June 21, 2021 ("Merger Sub").

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Liquidity and Capital Resources

As of September 30, 2021, the Company had $34,688 in its operating bank accounts, $414,028,694 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of ($1,544,413), which excludes franchise taxes payable of $150,000, of which such amount will be paid from interest earned on the Trust Account and $28,694 of franchise taxes paid and not yet reimbursed from the trust. On August 12, 2021, the sponsor committed to provide up to $1,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that we have funds available outside of the Trust Account to repay such loans. As of September 30, 2021 there was $750,000 of working capital loans outstanding. On September 30, 2021, the sponsor committed to provide up to an additional $2,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans will follow the same structure as the $1,000,000 working capital loans as described above. This borrowing is in addition to the above note initiated on August 12, 2021. The total commitment provided by the Sponsor will total $3,000,000, where $750,000 of which has been borrowed as of September 30, 2021.

The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or January 15, 2023, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period.

The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of September 30, 2021 (unaudited), December 31, 2020 and 2019, the Company had $47.9 million, $11.1 million, and $9.9 million of cash and cash equivalents, which included cash equivalents of $26.3 million, $7.6 million, and $7.2 million in highly liquid investments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively.

The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of September 30, 2021 (unaudited), December 31, 2020 and 2019, the Company had $0.4 million, $0.4 million, and $0.5 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets.

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Investments

The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s investments are made in United States (“U.S.”) treasury securities, U.S. government money market funds or other direct securities issued by the U.S. Government or its agencies. The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations. Investments not considered cash equivalents and with maturities of one year or less from the balance sheet dates are classified as marketable securities investments. Investments with maturities greater than one year from the balance sheet dates are classified as long-term investments.

Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive income (loss), net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold.

There were no other-than-temporary impairments as of September 30, 2021 (unaudited), December 31,2020 and 2019.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities investments, long-term investments, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents, marketable securities and long-term investments. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments. ASC 820 provides a framework for measuring fair value under GAAP that expands disclosures about fair value measurements, establishes a fair value hierarchy, and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows:

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Convertible Notes and Derivatives

The Company accounts for convertible notes, net using an amortized cost model pursuant to ASC 835, Interest. Convertible notes are classified as liabilities measured at amortized cost, net of debt discounts from debt issuance costs, lender fees, and the initial fair value of bifurcated derivatives, which reduce the initial carrying amount of the notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense pursuant to ASC 835. Debt discounts are presented on the balance sheet as a direct deduction from the carrying amount of the related debt.

The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair

value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations.

Property, Equipment and Software

Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life.


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

Leases

The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated.

Deferred Transaction Costs

Deferred transaction costs, which consist of direct incremental legal, consulting, and accounting fees relating to the merger transaction, as discussed in Note 12 — Subsequent Events, are capitalized and will be recorded against proceeds upon the consummation of the transaction. In the event the merger transaction is terminated, deferred transaction costs will be expensed. As of December 31, 2020 the Company had not incurred such costs, but as of September 30, 2021 (unaudited) the Company has deferred such costs of $4.1 million within the Prepaid expenses and other current assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of September 30, 2021 (unaudited), December 31, 2020 and 2019. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement.

Stock-based Compensation

Stock-based compensation expense related to stock option awards and restricted stock units (“RSUs”) granted to employees, directors and non-employees is based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. The Company accounts for the effect of forfeitures as they occur.

Internal Use Software

The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss).

Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy.

Research and Development Expense

Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software.

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

As part of our research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s unaudited Statement of Operations.

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale.

Recently Adopted Accounting Pronouncements

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 as of January 1, 2019, using a retrospective transition method to each period presented.

In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to align the accounting for share-based payment awards issued to employees and nonemployees, particularly with regard to the measurement date and the impact of performance conditions. The new guidance requires equity-classified share-based payment awards issued to nonemployees to be measured on the grant date, instead of being re-measured through the performance completion date under the current guidance. For public entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019. The Company chose to early adopt ASU 2018-07 effective for its financial statements starting January 1, 2019 with no impact to its financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2020.

In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements.

Recently Issued Accounting Pronouncements

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In May 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which deferred the effective dates for non-public entities. Therefore, this standard is effective for annual reporting periods, and interim periods within those years, for public entities beginning after December 15, 2018 and for private entities beginning after December 15, 2021. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the impact of this standard on its financial statements. The Company expects to record a material right-of-use asset and lease liability in connection with adopting this standard as of January 1, 2022.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of this standard on its financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848, for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. Because the guidance is intended to assist stakeholders during the global market-wide reference rate transition period, it is in effect for a limited time, from March 12, 2020, through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2021-01 on its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. This guidance will be effective for us on January 1, 2022 with early adoption permitted and will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05-Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments, which amends the lease classification requirements for lessors. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2021-05 on its consolidated financial statements.

Northern Genesis Acquisition Corp. II

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 15, 2021, offering costs amounting to $23,221,415 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $249,917 of deferred offering costs recorded in the accompanying balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,350,000 shares that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of January 15, 2021.

Cash Held in Trust Account

At January 15, 2021, the assets held in the Trust Account were held in cash.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at January 15, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At January 15, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the "SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K as filed with the SEC on April 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant and FPA liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on

marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Warrant and FPA Liabilities

The Company accounts for the Warrants and forward purchase warrants (as defined in Note 7) in accordance with the guidance contained in ASC 815-40, under which the Warrants and forward purchase warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and forward purchase warrants as liabilities at their fair value and adjust the Warrants and forward purchase warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The Private Placement Warrants and forward purchase warrants are valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

Net income (loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,486,667 shares in the calculation of diluted loss per share, since the average stock price of the Company’s common stock for the three and nine months ended September 30, 2021 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PUBLIC OFFERING

stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

PRIVATE PLACEMENT

4 Months Ended

9 Months Ended

Jan. 15, 2021

Jan. 31, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were deposited into the Company’s operating account, $8,280,000 of which was used to pay deferred underwriting fees and $1,080,000 was due to the Sponsor for working capital and $670,000 was maintained in the operating account to be used towards working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp. II

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 2, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s common stock (the “Founder Shares”). On January 12, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in 10,350,000 shares of common stock outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,350,000 Founder Shares are no longer subject to forfeiture.

The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company agreed, commencing on January 12, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities, secretarial support and administrative services.

Due from Sponsor

At the closing of the Initial Public Offering on January 15, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $1,080,000 was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was paid by the Sponsor to the Company on January 18, 2021.

Promissory Note — Related Party

On September 25, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of December 31, 2020, there was $117,917 in borrowings outstanding under the Promissory Note, which is currently due on demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officer or directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant (“Working Capital Warrants”). Such Working Capital Warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

The Company will agree, commencing on January 12, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities, secretarial support and administrative services.

Due from Sponsor

Promissory Note — Related Party

Public Offering. As of January 15, 2021, there was $117,917 outstanding under the Promissory Note, which is currently due on demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers, directors and director nominees or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant (“Working Capital Warrants”). Such Working Capital Warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 12, 2021, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively, of which $10,000 is included in accrued expenses in the accompanying balance sheet. For the period from September 25, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services.

Due from Sponsor

Promissory Note — Related Party

On September 25, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii.) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was $0 and $117,917, respectively, outstanding under the Promissory Note.

On August 12, 2021 the sponsor committed to provide up to $1,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that we have funds available outside of the Trust Account to repay such loans. As of September 30, 2021 there was $750,000 of working capital loans outstanding. On September 30, 2021 the sponsor committed to provide up to an additional $2,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans will follow the same structure as the $1,000,000 working capital loans as described above. This borrowing is in addition to the above note initiated on August 12, 2021. The total commitment provided by the Sponsor will total $3,000,000, where $750,000 of which has been borrowed as of September 30, 2021.

Personnel Services Agreement

The Company entered into a Personnel Services Agreement, dated April 1, 2021, with the Sponsor pursuant to which, subject to maintaining funds adequate for our projected obligations, the Company expects to pay up to $2,000,000 in the aggregate in respect of the services of personnel affiliated with the Sponsor, including persons who may be directors or officers of the Company, for activities on the Company's behalf, including services related to identifying, investigating and completing an initial business combination and other operational and support services. To the extent any amounts are in respect of the services of individuals who also serve as directors or executive officers of the Company, such amounts will be reviewed and approved by its audit committee. For the nine months ended September 30, 2021, the Company incurred $680,000, inclusive of $200,000 in initial payment of the agreement and $80,000 for each month within the second and third quarter for these services, of which $80,000 is included in accounts payable in the accompanying balance sheets.

The Sponsor, the Company's officers, and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company's behalf. For the three and nine months ended September 30, 2021, there were no amounts relating to the above arrangement recorded.

Related Party Loans

COMMITMENTS AND CONTINGENCIES

3 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of September 30, 2021 (unaudited), December 31, 2020 and December 31, 2019.

Lease Agreement

The Company leases office facilities in the United States that expire at various dates through December 2024. All lease arrangements entered into are classified as operating leases. Certain leases contain scheduled increases in rental payments resulting in uneven cash flows over the life of the lease. The difference between the required lease payment and the recognition of lease expense on a straight-line basis is recorded as a deferred rent liability on the balance sheet. Rent expense during the nine months ended September 30, 2021 and 2020 (unaudited), and the years ended December 31, 2020 and 2019, was $0.4 million, $1.42 million, $1.4 million, and $1.3 million, respectively.

Total future minimum lease payments over the term of the lease as of September 30, 2021 (unaudited), are as follows (in thousands):


	Lease Payments
Remaining three months of 2021	$	275
2022		875
2023		901
2024		928
Total	$	2,979

Total future minimum lease payments over the term of the lease as of December 31, 2020, are as follows (in thousands):


Years Ended December 31,	Lease Payments
2021	$	1,205
2022		875
2023		901
2024		928
Total	$	3,909

The Company’s headquarter lease in San Francisco, CA contains an option to renew the lease for a period of three years upon expiration of the initial lease term in December 2024 for which the base rent shall be the then fair market value rent at the time of exercise.

Northern Genesis Acquisition Corp. II

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 12, 2021, the holders of the Founder Shares, Private Placement Warrants, any Working Capital Warrants, and any Forward Purchase Securities (and any shares of common stock issuable upon the exercise of the Private Placement Warrants, any Working Capital Warrants, or any Forward Purchase Warrants) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to four demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $14,490,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

The Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital II LLC (formerly Northern Genesis Capital LLC), an entity which is affiliated with the Company’s Sponsor, pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, certain persons have the first right to purchase an aggregate maximum amount of $75,000,000 of either (i) a number of units (“Forward Purchase Units”), consisting of one share of Class A common stock (“Forward Purchase Shares”) and one-sixth of one redeemable warrant (“Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.75 per share (such Forward Purchase Shares valued at $9.75 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination. The Forward Purchase Warrants would have the same terms as the Public Warrants and the Forward Purchase Shares would be identical to the shares of common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants would be subject to transfer restrictions until registered pursuant to certain registration rights. The funds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the initial Business Combination and for expenses in connection with an initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company.

forward purchase transaction is subject to conditions, including one or more purchasers (each, a “forward purchase investor”) confirming its commitment to purchase Forward Purchase Securities and the amount thereof, no later than fifteen days after the Company notifies Northern Genesis Capital II LLC of the Company’s intention to raise capital through the issuance of equity securities in connection with the closing of an initial Business Combination. Each forward purchase investor may grant or withhold its confirmation entirely within its sole discretion. Accordingly, if a forward purchase investor does not confirm the purchase, it will not have the right and will not be obligated to purchase any of the Forward Purchase Securities.

STOCKHOLDER?S EQUITY

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

STOCKHOLDER'S EQUITY

4. STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

As of September 30, 2021 (unaudited) and December 31, 2020, the Company had authorized a total of 238,480,441 shares for issuance with 150,000,000 shares designated as common stock, 1,124,856 shares designated as founders preferred stock and 87,355,585 shares designated as preferred stock.

Preferred and Founders Preferred Stock

As of September 30, 2021 (unaudited) and December 31, 2020, the Company has authorized 87,355,585 shares of preferred stock and 1,124,856 founders preferred stock, designated in series, with the rights and preferences of each designated series to be determined by the Board of Directors.

The following table is a summary of the preferred stock and founders preferred stock as of September 30, 2021 (unaudited), December 31, 2020 and 2019 (in thousands, except for share data):


								Per Share
		Shares Issued			Issue Price			Liquidation
	Shares Authorized	and Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock	1,124,856	162,558	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	3,654,873	3,654,873		375		0.10			0.10
Series A-2 Preferred Stock	5,372,703	5,372,703		735		0.14			0.14
Series A-3 Preferred Stock	2,485,296	2,485,296		425		0.17			0.17
Series A-4 Preferred Stock	590,688	590,688		100		0.17			0.17
Series A-5 Preferred Stock	2,680,236	2,680,236		550		0.21			0.21
Series A-6 Preferred Stock	3,647,817	3,647,817		2,390		0.66			0.66
Series A-7 Preferred Stock	15,139,917	15,139,917		12,399		0.82			0.82
Series B Preferred Stock	32,834,601	32,834,601		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	20,949,454	20,949,454		70,001		3.34	⁽¹⁾		3.50
Total	88,480,441	87,518,143	$	116,975

(1)	As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was

converted into series B and C preferred stock. The original issuance price for the series B and C financing round was $0.93 and $3.50 respectively. The share price of $0.91 and $3.34 presented in the table above represents the average share price of shares issued and outstanding after the founder preferred stock was converted into series B and C shares.

The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively.

The significant rights, privileges and preferences of preferred stock are as follows:

Liquidation Preference

In the event of any liquidation transaction, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of founders preferred stock and common stock, an amount per share equal to the applicable original issue price as defined in the table above.

Dividends

Preferred stockholders are entitled to a dividend only when and if declared by the Company’s board of directors. The Company shall not declare, pay, or set aside any dividends on any other class or series of capital stock unless the outstanding preferred shares first receive, or simultaneously receive, a dividend on each outstanding preferred share. No dividends have been declared to date as of September 30, 2021.

Voting

The holders of preferred stock shall be entitled to the same voting rights as the holders of the common stock and to notice of any stockholder’s meeting in accordance with the Company’s bylaws and the holders of the preferred stock and common stock shall vote together as a single class on all matters. Each holder of preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which the preferred stock converts into. With respect to voting for the board of directors, the holders of preferred series A voting as one class are entitled to elect one board member, the holders of preferred series B voting as one class are entitled to elect one board member, and the holders of common stock and founders preferred stock voting together as a separate class are entitled to elect three board members.

Conversion

Each share of preferred stock is convertible, at the option of the holder, into the number of ordinary shares, which results from dividing the applicable original issue price per share for each series by the applicable conversion price per share for such series. The initial conversion price per share of all series of preferred stock shares is equal to the original issue price of each series, and therefore, the conversion ratio is 1:1.

Each share of preferred stock shall be automatically converted into ordinary shares at the then — applicable conversion price in the event of a firm commitment underwritten public offering and listing by the Company of its ordinary shares with aggregate proceeds of no less than $80.0 million (prior to deduction of underwriting discounts and registration expenses).

Redemption

The Company’s preferred stock does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. The Company’s preferred stock contain a redemption feature that is contingent upon the occurrence of a deemed liquidation event or a change in control, as defined in the Company’s Certificate of Incorporation. As a deemed liquidation event or change in control event is within the control of the Company, preferred stock is presented as a component of the Company’s permanent equity on the balance sheets.

Transactions Related to Founders Preferred Stock

Founders preferred stock is substantively the same as common stock, as they share identical rights and features. The founders preferred stock can be converted into common stock on a one-to-one basis at any time. The founders preferred stock is presented as a component of the Company’s permanent equity.

In 2016, 1,788,375 shares of founders preferred stock were issued. The Company repurchased and retired 582,400 shares of founders preferred stock and subsequently enacted a reverse stock split of 6:1 which reduced the founder shares outstanding to 200,995.

During fiscal year 2018, certain founders sold 76,010 shares of their founders preferred stock to an investor of series B preferred stock and such shares automatically converted into shares of series B preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. Subsequently in 2018, the Company enacted a forward split of 1:9 which increased the number of shares outstanding to 1,124,856.

During the fiscal year 2019, certain founders sold 962,298 shares to an investor of series C preferred stock and such shares automatically converted into shares of series C preferred stock pursuant to the terms of the Company’s Certificate of Incorporation.

As of September 30, 2021, December 31, 2020 and December 31, 2019 there was 162,558 shares of founders preferred stock outstanding.

Transactions Related to Preferred Stock

All share and per share information has been retroactively adjusted to reflect any stock splits.

In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds.

In June 2018, the Company performed a forward split for all types of units (common stock, founders preferred stock, and preferred stock). All three types of units were split into 9 shares of the respective unit with a par value of $0.00001. The Company was then authorized to issue 206,815,077 shares, with 138,600,000 assigned for common stock, 1,808,946 assigned to founders preferred stock, and 6,406,131 for preferred stock.

In May 2018, the Company issued 32,834,601 shares of series B preferred stock on a post-split basis, at a post-split purchase price per share of $0.93, for total proceeds of $30.0 million.

In May 2017, the Company issued 33,571,530 shares of series A preferred stock on a post-split basis, for total proceeds of $17.0 million. The Company was authorized to issue series A preferred stock with various purchase prices for the respective series A issuances. Preferred series A-1 through A-6 were issued as part of the conversion of Simple Agreements for Future Equity (“SAFE”) agreements, while series A-7 was issued to non-SAFE investors. During 2016, the Company issued SAFEs to various investors and raised $4.6 million in cash. The SAFE instruments converted into series A-1 through A-6 upon the issuance of series A.

Warrants

As of September 30, 2021 (unaudited), the following warrants were issued and outstanding:

Exercise

Price per

Issue Date

Underlying Security

Reason for Grant

Warrants Outstanding

Share

Expiration

March 12, 2021

Common Stock

Services

285,714

3.50

March 12, 2026

March 15, 2021

Common Stock

Services

571,428

3.50

March 15, 2026

The Company determined the warrants to be classified as equity and estimated the fair value of warrants exercisable for common stock measured on the issuance date using the Black-Scholes option valuation model. Inputs to the Block-Scholes valuation model

included the estimated fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the underlying stock using guideline companies for reference.

The fair value of the common stock warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of the issuance date:


Risk – free interest rate	0.84 – 0.85	%
Expected term (in years)	5.00
Expected dividend yield	0	%
Expected volatility	38.02 – 38.14	%

The fair value of the warrants granted based on the above inputs is $6.3 million. The warrants vest over a period of three to four years and vesting is dependent on continued provision of services to the Company. The vested portion of the warrants are presented as a component of stockholders’ equity on the Company’s balance sheet as of September 30, 2021. The weighted average remaining service period of the unvested warrants is 3.32 years. The Company did not issue any warrants as of September 30, 2020.

Northern Genesis Acquisition Corp II [Member]

STOCKHOLDER'S EQUITY

NOTE 7 — STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of common stock issued and outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants, Working Capital Warrants, and the common stock issuable upon the exercise of the Private Placement Warrants and Working Capital Warrants cannot be transferred until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If any Private Placement Warrants or Working Capital Warrants are held by someone other than the initial purchasers or their permitted transferees, such Private Placement Warrants and Working Capital Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At January 15, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At January 15, 2021, there were 10,350,000 shares of common stock issued and outstanding, excluding 41,400,000 shares of common stock subject to possible redemption.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 10,350,000 shares of common stock issued and outstanding, excluding 41,400,000 and -0- shares of common stock subject to possible redemption, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUBSEQUENT EVENTS	3 Months Ended	4 Months Ended	9 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
SUBSEQUENT EVENTS			12. SUBSEQUENT EVENTS For the annual financial statements, subsequent events were evaluated from the balance sheet date of December 31, 2020 through the annual audited financial statements’ original issuance date of July 2, 2021. In April 2021, the Company issued a convertible promissory note (the “convertible note”) for $25.0 million in principal. The convertible note bears interest at a rate of 10% per year and matures one year from the date of issuance. The convertible note will automatically convert to the Company’s common stock upon the occurrence of a “Qualified Financing” or the occurrence of a “Public Event”. A Qualified Financing consists of a sale of the Company’s equity securities for gross proceeds of at least $10.0 million. A Public Event is the closing of a merger or consolidation of the Company with a special purpose acquisition company or its subsidiary, or the first closing of the sale of shares of the Company’s common stock to the public in an initial public offering. In May 2021, the Company entered into an agreement to lease office space in San Francisco, CA. The initial lease term is seven years from the commencement date of the lease as defined in the lease agreement. The lease commencement date is expected to be in January 2022. Total minimum lease payments under the lease agreement is $26.3 million. Base rent is payable monthly and escalates at the end of each lease year. The Company has an option to extend the term of the lease for a period of five years following the initial lease term at the then fair market value as of the commencement of the applicable option term. The lease will be accounted for as an operating lease under ASC 840. In June 2021, the Company granted 2.8 million restricted stock units (“RSUs”) with a fair value of $24.94 per share. The RSUs will vest over a period of four years and contain a Liquidity Event Requirement that will be satisfied on the effective date of a Public Offering prior to December 31, 2021. In June 2021, the Company approved a program that will grant 13.5 million shares of performance-based RSUs (“Founder Grants”) with a fair value of $80.5 million. The Founder Grants will contain a performance condition and six market conditions (each, a “market tranche”). The performance condition requires that the Company becomes a registered public company, and the market conditions require that the Company achieves certain valuation multiples as a registered public company. The six market tranches which will vest upon meeting both the performance condition as well as a market tranche condition. Stock based compensation expense related to the Founder Grants will be recognized over the derived service period of each market tranche. On June 22, 2021, the Company entered into the Merger Agreement with Northern Genesis Acquisition Corp. II (“NGA”) and NG Merger Sub, Inc., which will result in NGA acquiring 100% of the Company’s issued and outstanding equity securities. The board of directors of both NGA and the Company have approved the proposed merger transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2021, is subject to approval of NGA stockholders and the satisfaction or waiver of certain other customary closing conditions. There is no assurance that the transaction will be consummated. The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In addition, in connection with the proposed merger, NGA has entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 20,000,000 shares of its common stock in a financing that will result in net proceeds of $200.0 million upon the closing of the financing. The closing of the proposed merger is a precondition to the financing.
Northern Genesis Acquisition Corp. II
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS On April 12, 2021, the SEC issued guidance informing market participants that warrants issued by special purpose acquisition companies (“SPACs”), such as the Company, may need to be classified as a liability of the SPAC measured at fair value, with changes in fair value reported each period. Such classification will not affect the financial statements presented in this Form 10-K, because the Company had not consummated its Initial Public Offering and had not issued any warrants during the period from September 25, 2020 (inception) through December 31, 2020. The Company has determined, pursuant to the SEC’s guidance, that the fair value of the warrants issued by the Company upon the consummation of its Initial Public Offering should be reclassified from temporary equity to warrant liability in the balance sheet included in the Current Report on Form 8-K filed on January 22, 2021. Subsequently, changes in the fair value of the warrants will be recorded in the statement of operations. In addition, the Registration Statements filed on Form S-1 and the Final Prospectus filed before the closing of the Initial Public Offering on January 15, 2021 did not account for the effect of this reclassification in its capitalization table and certain other disclosures. The Company is evaluating the materiality of this reclassification and is assessing the impact of this reclassification on its balance sheet included in the filed Form 8-K in accordance with SEC Staff Accounting Bulletin (“SAB”) 99 and SAB 108, which is expected to be completed before the filing by the Company of its Quarterly Report Form 10-Q for the period ended March 31, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On September 30, 2021, the Sponsor amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding. On November 9, 2021, the Company issued 2,000,000 Working Capital Warrants in full payment of its obligation under the Working Capital Loans. At a special meeting of stockholders on November 9, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 7, including the Embark Business Combination, each of which is further described in the Proxy Statement/Prospectus filed by the Company with the SEC on October 19, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Use of Estimates

Income Taxes

Net income (loss) per Common Share

Net Loss Per Share

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Northern Genesis Acquisition Corp. II

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Income Taxes

Net income (loss) per Common Share

Net Loss Per Common Share

Net income (loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Recent Accounting Standards

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		3 Months Ended	4 Months Ended		9 Months Ended
	Jan. 15, 2021	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees					$ 299,000,000
Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)					$ 10.00
Gross proceeds from Initial public offering	$ 414,000,000
Sale of warrants (in Shares)				6,686,667	6,686,667
Gross proceeds			$ 10,030,000		$ 10,030,000
Transaction cost		$ 23,221,415	23,221,415		23,221,415
Underwriting fees			8,280,000		8,280,000
Deferred underwriting fees			14,490,000		14,490,000
Other offering cost			$ 451,415		$ 451,415
Percentage of assets held in the trust account		80.00%	80.00%		80.00%
Percentage of outstanding voting		50.00%	50.00%		50.00%
Share price (in Dollars per share)		$ 10.00			$ 11.50
Net tangible assets		$ 5,000,001	$ 5,000,001		$ 5,000,001
Aggregate public shares, percentage		15.00%	15.00%		15.00%
Percentage of redemption of public shares		100.00%	100.00%		100.00%
Net interest to dissolution expenses		$ 100,000	$ 100,000		$ 100,000
Trust account, description			In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Combination, description			Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Business Combination, description					Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	5,400,000			5,400,000
Initial Public Offering [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	41,400,000			41,400,000
Shares issued price per share (in Dollars per share)	$ 10.00			$ 10.00
Share price (in Dollars per share)			$ 10.00		$ 10.00
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)			11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)			1.50		1.50
Sale of warrants (in Shares)		6,686,667
Price per warrant (in Dollars per share)			$ 1.50		$ 1.50
Deferred underwriting fees					$ 8,280,000
Share price (in Dollars per share)					$ 11.50
Subsequent Event [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 1.50
Gross proceeds		$ 10,030,000
Underwriting fees		8,280,000
Deferred underwriting fees		14,490,000
Other offering cost		$ 451,415
Subsequent Event [Member] \| Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	5,400,000			5,400,000
Subsequent Event [Member] \| Initial Public Offering [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	41,400,000			41,400,000
Shares issued price per share (in Dollars per share)	$ 10.00			$ 10.00
Subsequent Event [Member] \| Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)		$ 1.50
Gross proceeds from Initial public offering				$ 414,000,000
Share price (in Dollars per share)		$ 11.50

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Northern Genesis Acquisition Corp. II	3 Months Ended
	Dec. 31, 2020 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 23,221,415
Underwriters discount	$ 249,917
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to forfeiture (in Shares) \| shares	1,350,000

INITIAL PUBLIC OFFERING (Details) - Northern Genesis Acquisition Corp. II - $ / shares	3 Months Ended	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Purchase price per unit (in Dollars per share)	$ 18.00	$ 18.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		5,400,000	5,400,000
Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	5,400,000
Purchase price per unit (in Dollars per share)	$ 10.00
Initial public offering, description	Each Unit consists of one share of common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7)
Subsequent Event [Member] \| Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	41,400,000

PRIVATE PLACEMENT (Details) - USD ($)	3 Months Ended	4 Months Ended	9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 31, 2020	Jan. 31, 2021	Sep. 30, 2021
Northern Genesis Acquisition Corp. II
Private Placement (Details) [Line Items]
Warrant price per share			$ 10.00
Proceeds from sale of Private Placement Warrants			$ 10,030,000
Preferred stock price per share	$ 10.00		$ 11.50
Private Placement [Member]
Private Placement (Details) [Line Items]
Preferred stock price per share		$ 11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares)		6,686,667	6,686,667
Warrant price per share		$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants		$ 10,030,000	$ 10,030,000
Preferred stock price per share			$ 11.50
Subsequent Event [Member] \| Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares)	6,686,667
Warrant price per share	$ 1.50
Preferred stock price per share	$ 11.50
Subsequent Event [Member] \| Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp. II
Private Placement (Details) [Line Items]
Proceeds from sale of Private Placement Warrants	$ 10,030,000

RELATED PARTY TRANSACTIONS (Details) - USD ($)				3 Months Ended	4 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 12, 2021	Jan. 12, 2021	Oct. 02, 2020	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 25, 2020
Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 10.00			$ 11.50	$ 11.50
Office rent per month		$ 10,000
Amount held outside trust account						$ 1,080,000
Aggregate principal amount									$ 150,000
Borrowings outstanding				$ 117,917
Working capital loans	$ 1,000,000			$ 3,000,000		$ 3,000,000		$ 1,000,000
Warrants price (in Dollars per share)				$ 1.50		$ 1.50	$ 1.50	$ 1.50
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description					Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Business combination, description								Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Working capital loans								$ 3,000,000
Subsequent Event [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Office rent per month		$ 10,000
Amount held outside trust account						$ 1,080,000
Founder Share [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid			$ 25,000
Aggregate of purchase shares (in Shares)			8,625,000
Price per share (in Dollars per share)		$ 0.2
Shares subject to forfeiture (in Shares)		1,350,000
Founder Share [Member] \| Business Combination [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Business combination, description						The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.	The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Founder Share [Member] \| Subsequent Event [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)		$ 0.2
(in Shares)		10,350,000
Shares subject to forfeiture (in Shares)		1,350,000
Founder Share [Member] \| Subsequent Event [Member] \| Business Combination [Member] \| Northern Genesis Acquisition Corp. II
Related Party Transactions (Details) [Line Items]
Business combination, description		The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

COMMITMENTS AND CONTINGENCIES (Details) - Northern Genesis Acquisition Corp. II - USD ($)			3 Months Ended	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Jan. 08, 2021	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
Deferred Fee Percentage			3.50%	3.50%	3.50%
Gross proceeds from proposed public offering	$ 414,000,000		$ 14,490,000	$ 14,490,000	$ 14,490,000
Aggregate Maximum Amount			$ 75,000,000	$ 75,000,000	$ 75,000,000
Forward purchase agreement, description		the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	(i) a number of units (“Forward Purchase Units”), consisting of one share of Class A common stock (“Forward Purchase Shares”) and one-sixth of one redeemable warrant (“Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.75 per share (such Forward Purchase Shares valued at $9.75 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	The Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.

STOCKHOLDER'S EQUITY (Details) - $ / shares	3 Months Ended	4 Months Ended	9 Months Ended
STOCKHOLDER'S EQUITY (Details) - $ / shares	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2019	Jun. 30, 2018
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	87,355,585		87,355,585	87,355,585
Preferred stock par value	$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized (in Shares)	150,000,000		150,000,000	150,000,000
Common stock, par value (in Dollars per share)	$ 0.00001		$ 0.00001	$ 0.00001
Common stock, shares issued (in Shares)	47,340,305		47,895,715	47,000,134
Common stock, shares outstanding (in Shares)	47,340,305		47,772,888	47,000,134
Northern Genesis Acquisition Corp II [Member]
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in Shares)	10,350,000	10,350,000	10,350,000
Common stock, shares outstanding (in Shares)	10,350,000	10,350,000	10,350,000
Exercise Price	$ 1.50	$ 1.50	$ 1.50
Common stock equals or exceeds per share	$ 18.00	$ 18.00
Total equity proceeds, percentage	60.00%	60.00%	60.00%
Business combination market value per share	$ 9.20	$ 9.20	$ 9.20
Market value, percentage	180.00%	180.00%	180.00%
Redemption trigger price per share	$ 18.00	$ 18.00	$ 18.00
Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Stockholder's Equity (Details) [Line Items]
Business combination issue price or effective issue price per share	$ 9.20	9.20
Common Stock \| Northern Genesis Acquisition Corp II [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized (in Shares)	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares issued (in Shares)	10,350,000
Common stock, shares outstanding (in Shares)	10,350,000
Warrant [Member] \| Northern Genesis Acquisition Corp II [Member]
Stockholder's Equity (Details) [Line Items]
Exercise Price	$ 0.01	$ 0.01	$ 0.01
Market value, percentage	115.00%	115.00%	115.00%

BALANCE SHEETS	Jan. 15, 2021 USD ($)
Northern Genesis Acquisition Corp II [Member]
Assets, Current [Abstract]
Cash	$ 588,820
Due from sponsor	1,080,000
Prepaid expenses and other current assets	24,400
Total current assets	1,693,220
Cash held in Trust Account	414,000,000
Total assets	415,693,220
Current liabilities
Accrued expenses	1,450
Accrued offering costs	251,748
Promissory note-related party	117,917
Total current liabilities	371,115
Warrant liability	30,583,467
Deferred underwriting payable	14,490,000
Total liabilities	45,444,582
Commitments
Common stock subject to possible redemption, 41,400,000 shares, at the redemption value	414,000,000
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,350,000 at September 30, 2021 and December 31, 2020	1,035
Accumulated deficit	(43,752,397)
Total stockholder's Equity	(43,751,362)
Total liabilities and stockholder's Equity	$ 415,693,220

BALANCE SHEETS (Parentheticals) - $ / shares		9 Months Ended	12 Months Ended
BALANCE SHEETS (Parentheticals) - $ / shares	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2018
Preferred stock par value		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, shares authorized		87,355,585	87,355,585	87,355,585
Preferred Stock, Shares Issued		87,355,585	87,355,585	87,355,585	206,815,077
Preferred Stock, Shares Outstanding		87,355,585	87,355,585	87,355,585
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized		150,000,000	150,000,000	150,000,000
Common stock, shares issued		47,895,715	47,340,305	47,000,134
Common stock, shares outstanding		47,772,888	47,340,305	47,000,134
Northern Genesis Acquisition Corp. II
Shares subject to possible redemption	41,400,000	41,400,000	0
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	10,350,000	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Going Concern and Management’s Plan

Risks and Uncertainties

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 4.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Going Concern and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its initial public offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through January 23, 2022 and therefore substantial doubt has been alleviated.

Risks and Uncertainties

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company has a wholly owned subsidiary NGAB Merger Sub Inc., which was incorporated in Delaware on June 21, 2021 ("Merger Sub").

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Liquidity and Capital Resources

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

In connection with the preparation of the Company’s financial statement as of September 30, 2021, management identified errors made in its historical financial statement where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its common stock subject to possible redemption. The Company previously determined the common shares subject to possible

redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the common shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued audited balance sheet included in the Company’s Current Report on Form 8-K as of January 15, 2021, filed with the SEC on January 22, 2021 (the “Affected Financial Statement”) and as such the Affected Financial Statement should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statement should be restated to report all Public Shares as temporary equity. As such the Company is reporting this restatement to the Affected Financial Statement in this this Registration Statement on Form S-1.

The impact of the restatement on the Company’s balance sheet is reflected in the following table:


Balance Sheet as of January 15, 2021	As Previously Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	365,248,633	$	48,751,367	$	414,000,000
Common stock shares	$	1,523	$	(488)	$	1,035
Additional paid-in capital	$	6,415,718	$	(6,415,718)	$	—
Accumulated deficit	$	(1,417,236)	$	(42,335,161)	$	(43,752,397)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(48,751,367)	$	(43,751,362)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Common stock subject to possible redemption. The Company previously determined the Common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Common stock subject to possible redemption, resulting in the Common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Common stock.

The impact of the restatements on the Company’s financial statements is reflected in the following tables.


	As
	Previously				As
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021	Reported		Adjustment		Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911	$	(371,629,911)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633)		365,248,633		—
Change in value of common stock subject to redemption		6,295,969		(6,295,969)		—
Accretion for common stock to redemption amount		—		(42,359,126)		(42,359,126)
Total stockholders’ equity (deficit)		5,000,005		(42,455,398)		(37,455,393)

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398	$	(42,455,398)	$	—
Total stockholders’ equity		(50,666,168)		—		(50,666,168)

In connection with the change in presentation for common stock subject to redemption, the Company also restated its income (loss) per share. The impact of this restatement on the Company’s financial statements is reflected in the following table:


	Basic and diluted	Basic and		Basic and diluted	Basic
	weighted average	diluted		weighted	and
	shares	net loss		average shares	diluted
	outstanding,	per		outstanding,	net loss
	Class A common	share,		Class B common	per share,
	stock subject to	Class A		stock subject to	Class B
	possible	common		possible	common
	redemption	stock		redemption	stock
For the three months ended, September 30, 2021
As Previously Reported	51,750,000	$	0.22	—	$	—
As Restated	41,400,000	$	0.22	10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported	48,906,593	$	0.09	—	$	—
As Restated	39,125,275	$	0.08	10,275,824	$	0.08

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Investments

There were no other-than-temporary impairments as of September 30, 2021 (unaudited), December 31,2020 and 2019.

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Convertible Notes and Derivatives

Property, Equipment and Software


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

Leases

Impairment of Long-Lived Assets

Deferred Transaction Costs

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Net Loss Per Share

Comprehensive Income (Loss)

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Northern Genesis Acquisition Corp II [Member]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

At January 15, 2021, the assets held in the Trust Account were held in cash.

Common Stock Subject to Possible Redemption

At January 15, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Warrant and FPA Liabilities

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

Net income (loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Recent Accounting Standards

PUBLIC OFFERING

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

NOTE 4 — PUBLIC OFFERING

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

PRIVATE PLACEMENT

4 Months Ended

9 Months Ended

Jan. 15, 2021

Jan. 31, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were deposited into the Company’s operating account, $8,280,000 of which was used to pay deferred underwriting fees and $1,080,000 was due to the Sponsor for working capital and $670,000 was maintained in the operating account to be used towards working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

Related Party Loans

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

Public Offering. As of January 15, 2021, there was $117,917 outstanding under the Promissory Note, which is currently due on demand.

Related Party Loans

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

On September 25, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii.) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was $0 and $117,917, respectively, outstanding under the Promissory Note.

Personnel Services Agreement

Related Party Loans

COMMITMENTS

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

COMMITMENTS

NOTE 7 — COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 12, 2021, the holders of the Founder Shares, Private Placement Warrants and any Working Capital Warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or Working Capital Warrants) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to four demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Forward Purchase Agreement

The Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination. The forward purchase warrants would have the same terms as the Public Warrants and the forward purchase shares would be identical to the shares of common stock included in the Units sold in the Initial Public Offering, except the forward purchase shares and the forward purchase warrants would be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial

Business Combination and for expenses in connection with an initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company.

The forward purchase transaction is not dependent upon or affected by the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The forward purchase transaction is subject to conditions, including the forward purchase investor giving the Company its irrevocable written confirmation, confirming its commitment to purchase forward purchase securities and the amount thereof, no later than fifteen days after the Company notifies it of the Company’s intention to raise capital through the issuance of equity securities in connection with the closing of an initial Business Combination. The forward purchase investor may grant or withhold its consent and confirmation entirely within its sole discretion. Accordingly, if the forward purchase investor does not consent to and confirm the purchase, it will not be obligated to purchase any of the forward purchase securities.

NOTE 7. COMMITMENTS

Registration Rights

Underwriting Agreement

Forward Purchase Agreement

On January 8, 2021. the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination. The forward purchase warrants would have the same terms as the Public Warrants and the forward purchase shares would be identical to the shares of common stock included in the Units sold in the Initial Public Offering, except the forward purchase shares and the forward purchase warrants would be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination and for expenses in connection with an initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company.

On April 21, 2021, the Company entered into an Amended and Restated Forward Purchase Agreement with Northern Genesis Capital II LLC (formerly known as Northern Genesis Capital LLC) ("NGC") (the "NGC Forward Purchase Agreement"), and certain additional forward purchase agreements with additional institutional investors (collectively, with the NGC Forward Purchase Agreement, the "Forward Purchase Agreements"). The Forward Purchase Agreements collectively replace that certain Forward Purchase Agreement previously entered into by the Company and NGC in connection with the closing of the Company's initial public offering (the "Original Agreement").

Pursuant to the Forward Purchase Agreements, if the Company determines to raise capital by the private placement of equity securities in connection with the closing of its initial business combination (subject to certain limited exceptions), the members of NGC (institutional investors that also are members of the Company's Sponsor,) and the parties to the additional Forward Purchase Agreements have the first right to purchase an aggregate amount of up to 7,500,000 "forward purchase units" of the Company (under all Forward Purchase Agreements, taken together) for $10.00 per forward purchase unit, or an aggregate total of $75,000,000. Each forward purchase unit would consist of one share of the Company's common stock and one-sixth of one warrant, with each whole warrant exercisable to purchase one share of the Company's common stock at $11.50 per share. The common stock and warrants included in the forward purchase units would have the same terms as the Company's publicly traded common stock and warrants but would not be freely tradable until registered. As with the Original Agreement, any commitment by any potential purchaser under any of the Forward Purchase Agreements is subject to and conditioned upon written confirmation from the prospective purchaser, following the Company's notification to such purchaser of its intention to enter into an initial business combination agreement, which a prospective purchaser was grant or withhold in its sole discretion.

In addition, if a private placement of equity securities in connection with the Company's initial business combination exceeds $75,000,000, the Company agreed under each Forward Purchase Agreement to use its commercially reasonable efforts to permit priority participation in such additional amount by the members of NGC and the parties to the additional Forward Purchase Agreements, in an aggregate additional amount up to $150,000,000, on the same terms as those offered to other prospective purchasers in connection with such additional private placement amount.

Each Forward Purchase Agreement that the holders of the shares of common stock and warrants included in the forward purchase units will be entitled to registration rights pursuant to the terms of any registration rights agreement applicable to any equity securities issued by way of private placement in connection with the closing of the Company's initial business combination or, in the absence of the foregoing, pursuant to the terms of the registration rights agreement entered into by the Company, Sponsor and NGC in connection with the Company's initial public offering (the "Registration Rights Agreement"). Pursuant to the foregoing, on April 21, 2021, the Registration Rights Agreement was amended to clarify that the shares and warrants included in up to 7,500,000 total forward purchase units remain subject to the Registration Rights Agreement, regardless of the specific Forward Purchase Agreement pursuant to which they may be issued.

Each Forward Purchase Agreement contains representations and warranties by each party, conditions to closing, and additional provisions that are customary for agreements of this nature. The terms of all of the Forward Purchase Agreements are substantively the same, except that the NGC Forward Purchase Agreement gives NGC board observation rights prior to the Company's initial business combination, and gives the members of NGC a priority right to subscribe for any of the forward purchase units that any other prospective purchasers do not elect to purchase under any of the other Forward Purchase Agreements.

Proposed Business Combination

On June 22, 2021, the Company, Embark Trucks Inc., a Delaware Corporation ("Embark"), and NGAB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary ("Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will be merged with and into Embark (the "Merger," together with the other transactions related thereto, the "Embark Business Combination"), with Embark surviving the Merger as a wholly owned subsidiary of us (the "Surviving Corporation").

On the date of closing of the Merger (the "Closing") immediately prior to the effective time of the Merger (the "Effective Time"), the Company will amend and restate our certificate of incorporation (the "Post-Closing Charter"), pursuant to which, among other things, (i) the Company will have a dual class share structure with (x) shares of Class A common stock that will carry voting rights in the form of one vote per share (the "New Class A Common Stock"), and (y) shares of Class B common stock that will carry voting rights in the form of ten votes per share (the "New Class B Common Stock" and, together with the New Class A Common Stock, the "New Common Stock") and (ii) all outstanding shares of Company common stock will be reclassified into shares of New Class A Common Stock. At Closing, the Company will also change its name to Embark Technology, Inc.

Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the approval of the Embark Business Combination by the Company's stockholders. (See Note 11)

Subscription Agreements

In connection with the execution of the Merger Agreement, the Company and Embark entered into separate subscription agreements (collectively, the "Subscription Agreements") with a number of investors (the "PIPE Investors"). Pursuant to the Subscription Agreements, the PIPE Investors agreed to purchase, and the Company agreed to sell to the PIPE Investors, an aggregate of 16,000,000 shares of New Class A Common Stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $160 million, in the PIPE Financing.

In addition, in connection with the execution of the Merger Agreement, and pursuant to the Forward Purchase Agreements, certain FPA PIPE Investors agreed to purchase, and the Company agreed to sell to the FPA PIPE Investors, an aggregate of 4,000,000 units, consisting of one share of New Class A Common Stock and one-sixth of a warrant (the "PIPE Units"), for a purchase price of $10.00 per unit and an aggregate purchase price of $40 million, in the PIPE Financing.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements and PIPE Units pursuant to the Forward Purchase Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Embark Business Combination. The purpose of the PIPE is to raise additional capital for use by the Surviving Corporation following the Closing.

Sponsor Support Agreement and Foundation Investor Support Agreement

In connection with the Merger Agreement, the Company, Embark and the Sponsor entered into the Sponsor Support Agreement pursuant to which Sponsor agreed to vote all of its shares of NGA Common Stock in favor of the approval and adoption of the Business Combination. Additionally, Sponsor agreed, among other things, not to (i) transfer any of its shares of New Class A Common Stock or warrants for certain periods of time as set forth in the Sponsor Support Agreement, subject to certain customary exceptions or (ii) enter into any voting arrangement that is inconsistent with the commitment under the Sponsor Support Agreement to vote in favor of the approval and adoption of the Business Combination. Sponsor also agreed to forfeit, immediately prior to Closing, (i) a relative percentage of up to 1,130,239 Founder Shares to the extent that the Sponsor's institutional investors fail to hold, at the Closing, at least one-half of the shares of NGA Common Stock issued to such investors in connection with our initial public offering, and (ii) up to 627,910 Founder Shares (currently expected to be 393,025 Founder Shares) in connection with the Forward Purchase Agreements investment. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.

In addition, in connection with the Merger Agreement, the Sponsor expects certain of its institutional investors to enter into separate Support Agreements pursuant to which such investors will agree, among other things, to vote all shares of our common stock held by such investor at the time of such vote (i) in favor of the approval and adoption of the Business Combination, the Merger Agreement and each of the Transaction Proposals (as defined in the Merger Agreement), (ii) against any other business combination proposal or related proposals; and (iii) against any proposal, action or agreement that would reasonably be expected to impede,

frustrate, or prevent the Merger or the satisfaction of any of the conditions thereto. Each such investor is further expected to represent and agree that such investor has not entered into, and will not enter, any agreement that would restrict, limit or interfere with the voting agreement made in the Support Agreement. The Business Combination Agreement and related agreements are further described in the Form 8-K filed by the Company on June 23, 2021.

STOCKHOLDERS' EQUITY

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

STOCKHOLDERS' EQUITY

4. STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

Preferred and Founders Preferred Stock

The following table is a summary of the preferred stock and founders preferred stock as of September 30, 2021 (unaudited), December 31, 2020 and 2019 (in thousands, except for share data):


								Per Share
		Shares Issued			Issue Price			Liquidation
	Shares Authorized	and Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock	1,124,856	162,558	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	3,654,873	3,654,873		375		0.10			0.10
Series A-2 Preferred Stock	5,372,703	5,372,703		735		0.14			0.14
Series A-3 Preferred Stock	2,485,296	2,485,296		425		0.17			0.17
Series A-4 Preferred Stock	590,688	590,688		100		0.17			0.17
Series A-5 Preferred Stock	2,680,236	2,680,236		550		0.21			0.21
Series A-6 Preferred Stock	3,647,817	3,647,817		2,390		0.66			0.66
Series A-7 Preferred Stock	15,139,917	15,139,917		12,399		0.82			0.82
Series B Preferred Stock	32,834,601	32,834,601		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	20,949,454	20,949,454		70,001		3.34	⁽¹⁾		3.50
Total	88,480,441	87,518,143	$	116,975

(1)	As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was

The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively.

The significant rights, privileges and preferences of preferred stock are as follows:

Liquidation Preference

Dividends

Voting

Conversion

Redemption

Transactions Related to Founders Preferred Stock

As of September 30, 2021, December 31, 2020 and December 31, 2019 there was 162,558 shares of founders preferred stock outstanding.

Transactions Related to Preferred Stock

All share and per share information has been retroactively adjusted to reflect any stock splits.

In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds.

In May 2018, the Company issued 32,834,601 shares of series B preferred stock on a post-split basis, at a post-split purchase price per share of $0.93, for total proceeds of $30.0 million.

Warrants

As of September 30, 2021 (unaudited), the following warrants were issued and outstanding:

Exercise

Price per

Issue Date

Underlying Security

Reason for Grant

Warrants Outstanding

Share

Expiration

March 12, 2021

Common Stock

Services

285,714

3.50

March 12, 2026

March 15, 2021

Common Stock

Services

571,428

3.50

March 15, 2026

The fair value of the common stock warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of the issuance date:


Risk – free interest rate	0.84 – 0.85	%
Expected term (in years)	5.00
Expected dividend yield	0	%
Expected volatility	38.02 – 38.14	%

Northern Genesis Acquisition Corp II [Member]

STOCKHOLDERS' EQUITY

NOTE 7 — STOCKHOLDER’S EQUITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At January 15, 2021, there were no shares of preferred stock issued or outstanding.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 8. STOCKHOLDERS’ EQUITY

- Definition

+ References

+ Details

SUBSEQUENT EVENTS	3 Months Ended	4 Months Ended	9 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
SUBSEQUENT EVENTS			12. SUBSEQUENT EVENTS For the annual financial statements, subsequent events were evaluated from the balance sheet date of December 31, 2020 through the annual audited financial statements’ original issuance date of July 2, 2021. In April 2021, the Company issued a convertible promissory note (the “convertible note”) for $25.0 million in principal. The convertible note bears interest at a rate of 10% per year and matures one year from the date of issuance. The convertible note will automatically convert to the Company’s common stock upon the occurrence of a “Qualified Financing” or the occurrence of a “Public Event”. A Qualified Financing consists of a sale of the Company’s equity securities for gross proceeds of at least $10.0 million. A Public Event is the closing of a merger or consolidation of the Company with a special purpose acquisition company or its subsidiary, or the first closing of the sale of shares of the Company’s common stock to the public in an initial public offering. In May 2021, the Company entered into an agreement to lease office space in San Francisco, CA. The initial lease term is seven years from the commencement date of the lease as defined in the lease agreement. The lease commencement date is expected to be in January 2022. Total minimum lease payments under the lease agreement is $26.3 million. Base rent is payable monthly and escalates at the end of each lease year. The Company has an option to extend the term of the lease for a period of five years following the initial lease term at the then fair market value as of the commencement of the applicable option term. The lease will be accounted for as an operating lease under ASC 840. In June 2021, the Company granted 2.8 million restricted stock units (“RSUs”) with a fair value of $24.94 per share. The RSUs will vest over a period of four years and contain a Liquidity Event Requirement that will be satisfied on the effective date of a Public Offering prior to December 31, 2021. In June 2021, the Company approved a program that will grant 13.5 million shares of performance-based RSUs (“Founder Grants”) with a fair value of $80.5 million. The Founder Grants will contain a performance condition and six market conditions (each, a “market tranche”). The performance condition requires that the Company becomes a registered public company, and the market conditions require that the Company achieves certain valuation multiples as a registered public company. The six market tranches which will vest upon meeting both the performance condition as well as a market tranche condition. Stock based compensation expense related to the Founder Grants will be recognized over the derived service period of each market tranche. On June 22, 2021, the Company entered into the Merger Agreement with Northern Genesis Acquisition Corp. II (“NGA”) and NG Merger Sub, Inc., which will result in NGA acquiring 100% of the Company’s issued and outstanding equity securities. The board of directors of both NGA and the Company have approved the proposed merger transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2021, is subject to approval of NGA stockholders and the satisfaction or waiver of certain other customary closing conditions. There is no assurance that the transaction will be consummated. The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In addition, in connection with the proposed merger, NGA has entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 20,000,000 shares of its common stock in a financing that will result in net proceeds of $200.0 million upon the closing of the financing. The closing of the proposed merger is a precondition to the financing.
Northern Genesis Acquisition Corp II [Member]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS On April 12, 2021, the SEC issued guidance informing market participants that warrants issued by special purpose acquisition companies (“SPACs”), such as the Company, may need to be classified as a liability of the SPAC measured at fair value, with changes in fair value reported each period. Such classification will not affect the financial statements presented in this Form 10-K, because the Company had not consummated its Initial Public Offering and had not issued any warrants during the period from September 25, 2020 (inception) through December 31, 2020. The Company has determined, pursuant to the SEC’s guidance, that the fair value of the warrants issued by the Company upon the consummation of its Initial Public Offering should be reclassified from temporary equity to warrant liability in the balance sheet included in the Current Report on Form 8-K filed on January 22, 2021. Subsequently, changes in the fair value of the warrants will be recorded in the statement of operations. In addition, the Registration Statements filed on Form S-1 and the Final Prospectus filed before the closing of the Initial Public Offering on January 15, 2021 did not account for the effect of this reclassification in its capitalization table and certain other disclosures. The Company is evaluating the materiality of this reclassification and is assessing the impact of this reclassification on its balance sheet included in the filed Form 8-K in accordance with SEC Staff Accounting Bulletin (“SAB”) 99 and SAB 108, which is expected to be completed before the filing by the Company of its Quarterly Report Form 10-Q for the period ended March 31, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On September 30, 2021, the Sponsor amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding. On November 9, 2021, the Company issued 2,000,000 Working Capital Warrants in full payment of its obligation under the Working Capital Loans. At a special meeting of stockholders on November 9, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 7, including the Embark Business Combination, each of which is further described in the Proxy Statement/Prospectus filed by the Company with the SEC on October 19, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Use of Estimates

Warrant and FPA Liabilities

Convertible Notes and Derivatives

Income Taxes

Net income (loss) per Common Share

Net Loss Per Share

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Northern Genesis Acquisition Corp II [Member]

Basis of Presentation

Principles of Consolidation

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Cash Held in Trust Account

At January 15, 2021, the assets held in the Trust Account were held in cash.

Marketable Securities Held in Trust Account

Warrant and FPA Liabilities

Common Stock Subject to Possible Redemption

At January 15, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Income Taxes

Net income (loss) per Common Share

Net Loss Per Common Share

Net income (loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Recent Accounting Standards

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

Schedule the impact of the restatements on the Company's financial statements


Balance Sheet as of January 15, 2021	As Previously Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	365,248,633	$	48,751,367	$	414,000,000
Common stock shares	$	1,523	$	(488)	$	1,035
Additional paid-in capital	$	6,415,718	$	(6,415,718)	$	—
Accumulated deficit	$	(1,417,236)	$	(42,335,161)	$	(43,752,397)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(48,751,367)	$	(43,751,362)

The impact of the restatements on the Company’s financial statements is reflected in the following tables.


	As
	Previously				As
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021	Reported		Adjustment		Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911	$	(371,629,911)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633)		365,248,633		—
Change in value of common stock subject to redemption		6,295,969		(6,295,969)		—
Accretion for common stock to redemption amount		—		(42,359,126)		(42,359,126)
Total stockholders’ equity (deficit)		5,000,005		(42,455,398)		(37,455,393)

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398	$	(42,455,398)	$	—
Total stockholders’ equity		(50,666,168)		—		(50,666,168)


	Basic and diluted	Basic and		Basic and diluted	Basic
	weighted average	diluted		weighted	and
	shares	net loss		average shares	diluted
	outstanding,	per		outstanding,	net loss
	Class A common	share,		Class B common	per share,
	stock subject to	Class A		stock subject to	Class B
	possible	common		possible	common
	redemption	stock		redemption	stock
For the three months ended, September 30, 2021
As Previously Reported	51,750,000	$	0.22	—	$	—
As Restated	41,400,000	$	0.22	10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported	48,906,593	$	0.09	—	$	—
As Restated	39,125,275	$	0.08	10,275,824	$	0.08

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Schedule of calculation of basic and diluted net income (loss) per common share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2021 and 2020 (unaudited), and the years ended December 31, 2020 and 2019 (in thousands, except share and per share data).


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Numerator:
Net loss	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Net loss attributable to ordinary shareholders	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Denominator:
Weighted-average ordinary shares outstanding		47,677,440		46,603,282		46,743,539		45,800,696
Net loss per share attributable to common stockholders, basic and diluted	$	(1.00)	$	(0.32)	$	(0.46)	$	(0.33)

Northern Genesis Acquisition Corp II [Member]

Schedule of class A common stock reflected in the condensed consolidated balance sheets


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Schedule of calculation of basic and diluted net income (loss) per common share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		3 Months Ended	4 Months Ended		9 Months Ended
	Jan. 15, 2021	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 24, 2020	Dec. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Deferred Underwriting Fees					$ 299,000,000
Cash		$ 11,055,000			$ 47,886,000			$ 9,858,000
Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)					$ 10.00
Gross proceeds from Initial public offering	$ 414,000,000
Sale of warrants (in Shares)				6,686,667	6,686,667
Gross proceeds			$ 10,030,000		$ 10,030,000
Transaction Cost		23,221,415	23,221,415		23,221,415
Underwriting fees			8,280,000		8,280,000
Deferred Underwriting Fees			14,490,000		14,490,000
Other offering cost			451,415		451,415
Cash	$ 588,820	$ 0	$ 588,820	$ 588,820	$ 34,688	$ 0	$ 0
Percentage Of Assets Held In The Trust Account		80.00%	80.00%		80.00%
Percentage Of Outstanding Voting		50.00%	50.00%		50.00%
Share price (in Dollars per share)		$ 10.00			$ 11.50
Net Tangible Assets		$ 5,000,001	$ 5,000,001		$ 5,000,001
Aggregate public shares, percentage		15.00%	15.00%		15.00%
Percentage of redemption of public shares		100.00%	100.00%		100.00%
Net Interest To Dissolution Expenses		$ 100,000	$ 100,000		$ 100,000
Trust account, description			In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Trust Account [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)			$ 10.00		$ 10.00
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description			Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description					Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	5,400,000			5,400,000
Initial Public Offering [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	41,400,000			41,400,000
Shares issued price per share (in Dollars per share)	$ 10.00			$ 10.00
Share price (in Dollars per share)			$ 10.00		$ 10.00
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)			11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)			1.50		1.50
Sale of warrants (in Shares)		6,686,667
Price per warrant (in Dollars per share)			$ 1.50		$ 1.50
Deferred Underwriting Fees					$ 8,280,000
Share price (in Dollars per share)					$ 11.50
Subsequent Event [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 1.50
Gross proceeds		$ 10,030,000
Underwriting fees		8,280,000
Deferred Underwriting Fees		14,490,000
Other offering cost		$ 451,415
Subsequent Event [Member] \| Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	5,400,000			5,400,000
Subsequent Event [Member] \| Initial Public Offering [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	41,400,000			41,400,000
Shares issued price per share (in Dollars per share)	$ 10.00			$ 10.00
Subsequent Event [Member] \| Private Placement [Member] \| Northern Genesis Acquisition Corp. II
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)		$ 1.50
Gross proceeds from Initial public offering				$ 414,000,000
Share price (in Dollars per share)		$ 11.50

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)	Sep. 30, 2021	Jan. 15, 2021
Common stock subject to possible redemption	$ 10.00	$ 10.00
Net tangible assets	$ 5,000,001	$ 5,000,001

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the balance sheets (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 15, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 24, 2020	Dec. 31, 2019	Dec. 31, 2018
Condensed Balance Sheet Statements, Captions [Line Items]
Additional paid-in capital	$ 133,233,000				$ 129,449,000			$ 128,297,000
Accumulated deficit	(106,515,000)				(58,690,000)			(37,159,000)
Total Stockholders' Equity (Deficit)	26,719,000				70,805,000	$ 77,005,000		$ 91,208,000	$ 35,570,000
Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Temporary Equity, Carrying Amount, Attributable to Parent	414,000,000			$ 414,000,000
Common stock shares	1,035			1,035	1,035
Additional paid-in capital					23,965
Accumulated deficit	(39,121,005)			(43,752,397)	(1,450)
Total Stockholders' Equity (Deficit)	$ (39,119,970)	$ (50,666,168)	$ (37,455,393)	(43,751,362)	$ 23,550		$ 0
As Previously Reported \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Temporary Equity, Carrying Amount, Attributable to Parent				365,248,633
Common stock shares				1,523
Additional paid-in capital				6,415,718
Accumulated deficit				(1,417,236)
Total Stockholders' Equity (Deficit)		(50,666,168)	5,000,005	5,000,005
Adjustment \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Temporary Equity, Carrying Amount, Attributable to Parent				48,751,367
Common stock shares				(488)
Additional paid-in capital				(6,415,718)
Accumulated deficit				(42,335,161)
Total Stockholders' Equity (Deficit)			(42,455,398)	(48,751,367)
As Restated \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Temporary Equity, Carrying Amount, Attributable to Parent				414,000,000
Common stock shares				1,035
Accumulated deficit				(43,752,397)
Total Stockholders' Equity (Deficit)		$ (50,666,168)	$ (37,455,393)	$ (43,751,362)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended	9 Months Ended	12 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021	Dec. 31, 2018
Unrecognized Tax Benefits			$ 1,028,000	$ 614,000		$ 225,000
Amounts accrued for interest and penalties			$ 0
Statutory tax rate			21.00%	21.00%
Northern Genesis Acquisition Corp II [Member]
Common stock subject to possible redemption	41,400,000	41,400,000
Unrecognized Tax Benefits	$ 0		$ 0		$ 0
Amounts accrued for interest and penalties	0		$ 0		$ 0
Statutory tax rate		21.00%
Purchase Of Aggregate Shares		20,486,667
Federal depository insurance coverage	$ 250,000	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of class A common stock reflected in the condensed consolidated balance sheets (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Gross proceeds	$ 414,000,000	$ 414,000,000
Less:
Proceeds allocated to Public Warrants	(20,286,000)	(20,286,000)
Class A common stock issuance costs	(22,073,126)	(22,073,126)
Plus:
Accretion of carrying value to redemption value	42,359,126	42,359,126
Class A common stock subject to possible redemption	$ 414,000,000	$ 414,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

PUBLIC OFFERING (Details) - Northern Genesis Acquisition Corp II [Member] - $ / shares	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Public Offering (Details) [Line Items]
Purchase price per unit (in Dollars per share)	$ 18.00		$ 18.00
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units	41,400,000	41,400,000
Purchase price per unit (in Dollars per share)	$ 10.00	$ 10.00
Public offering, description	Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).	Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units	5,400,000	5,400,000

PRIVATE PLACEMENT (Details) - USD ($)	4 Months Ended	9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Deferred Underwriting Fees		$ 299,000,000
Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Warrant price per share		$ 10.00
Aggregate purchase price (in Dollars)		$ 10,030,000
Number of shares issuable per warrant		7,500,000
Preferred stock price per share		$ 11.50	$ 10.00
Deferred Underwriting Fees	$ 14,490,000	$ 14,490,000
Working capital		$ (1,544,413)
Private Placement [Member]
Private Placement (Details) [Line Items]
Preferred stock price per share	$ 11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares)	6,686,667	6,686,667
Warrant price per share	$ 1.50	$ 1.50
Aggregate purchase price (in Dollars)	$ 10,030,000	$ 10,030,000
Number of shares issuable per warrant		1
Preferred stock price per share		$ 11.50
Deferred Underwriting Fees		$ 8,280,000
Working capital		1,080,000
Private Placement [Member] \| Sponsor [Member] \| Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Working capital		$ 670,000

RELATED PARTY TRANSACTIONS (Details) - USD ($)					3 Months Ended		4 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 12, 2021	Aug. 12, 2021	Jan. 12, 2021	Oct. 02, 2020	Sep. 30, 2021	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 25, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Common stock, shares outstanding					47,772,888	47,340,305			47,772,888	47,772,888		47,000,134
Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Price per share (in Dollars per share)					$ 11.50	$ 10.00			$ 11.50	$ 11.50
Common stock, shares outstanding					10,350,000	10,350,000		10,350,000	10,350,000	10,350,000
Office Rent Per Month			$ 10,000
Payments to services					$ 30,000					$ 90,000
Amount Held Outside Trust Account								$ 1,080,000
Aggregate principal amount											$ 150,000
Projected obligations, expects to pay										2,000,000
Borrowings outstanding					$ 0	$ 117,917		117,917	$ 0	0
Working Capital Loans	$ 1,000,000					$ 3,000,000		$ 3,000,000		$ 1,000,000
Warrants price (in Dollars per share)					$ 1.50	$ 1.50		$ 1.50	$ 1.50	$ 1.50
Accrued expenses					$ 10,000				$ 10,000	$ 10,000
Borrowing Outstanding						$ 117,917
Working capital loans outstanding										750,000
Sponsor Fees										$ 3,000,000
Personnel Services Agreement Description										For the nine months ended September 30, 2021, the Company incurred $680,000, inclusive of $200,000 in initial payment of the agreement and $80,000 for each month within the second and third quarter for these services, of which $80,000 is included in accounts payable in the accompanying balance sheets.
Securities Borrowed					$ 750,000				$ 750,000	$ 750,000
Sponsor [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Working Capital Loans		$ 1,000,000								$ 2,000,000
Business Combination [Member]
Related Party Transaction [Line Items]
Business combination, description							Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Business combination, description										Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Working Capital Loans										$ 3,000,000
Founder Share [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Amount of sponsor paid				$ 25,000
Shares consideration (in Shares)				8,625,000
Price per share (in Dollars per share)			$ 0.2
Common stock, shares outstanding			10,350,000
Shares subject to forfeiture (in Shares)			1,350,000
Founder Share [Member] \| Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Business combination, description								The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.	The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

COMMITMENTS (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)			3 Months Ended	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Jan. 08, 2021	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
Commitments Details [Line Items]
Deferred Fee Percentage			3.50%	3.50%	3.50%
Gross proceeds from proposed public offering	$ 414,000,000		$ 14,490,000	$ 14,490,000	$ 14,490,000
Forward purchase agreement, description		the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	(i) a number of units (“Forward Purchase Units”), consisting of one share of Class A common stock (“Forward Purchase Shares”) and one-sixth of one redeemable warrant (“Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.75 per share (such Forward Purchase Shares valued at $9.75 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	The Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.
Forward purchase units (in Shares)					7,500,000
Forward purchase price per share (in Dollars per share)					$ 10.00
Aggregate Maximum Amount			$ 75,000,000	$ 75,000,000	$ 75,000,000
Private Placement [Member]
Commitments Details [Line Items]
Aggregate Maximum Amount					$ 150,000,000

STOCKHOLDERS' EQUITY (Details) - $ / shares	3 Months Ended	4 Months Ended	9 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2018
Preferred stock, shares authorized	87,355,585		87,355,585	87,355,585	87,355,585
Preferred stock, par value	$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized (in Shares)	150,000,000		150,000,000	150,000,000	150,000,000
Common stock, par value (in Dollars per share)	$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001
Northern Genesis Acquisition Corp II [Member]
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, issued and outstanding, description		At January 15, 2021, there were no shares of preferred stock issued or outstanding.	At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
Common stock, shares authorized (in Shares)	100,000,000	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000	10,350,000
Common stock, shares issued		10,350,000	10,350,000
Common stock to possible redemption		41,400,000	41,400,000	0
Exercise Price	$ 1.50	$ 1.50	$ 1.50	$ 1.50
Common stock equals or exceeds per share	18.00	18.00		18.00
Business combination market value per share	$ 9.20	$ 9.20	$ 9.20
Market value, percentage	180.00%	180.00%	180.00%
Total equity proceeds, percentage	60.00%	60.00%	60.00%
Redemption trigger price per share	$ 18.00	$ 18.00	$ 18.00	18.00
Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Business combination issue price or effective issue price per share	9.20	9.20		9.20
Warrant [Member] \| Northern Genesis Acquisition Corp II [Member]
Exercise Price	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Market value, percentage	115.00%	115.00%	115.00%

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020
Current assets
Cash	$ 47,886,000		$ 11,055,000
Prepaid expenses and other current assets	6,733,000		1,367,000
Total current assets	59,689,000		66,040,000
Total assets	71,865,000		72,984,000
Current liabilities
Total current liabilities	44,380,000		1,537,000
Warrant liability	13,946,000
Total liabilities	45,146,000		2,179,000
Commitments
Stockholders' equity:
Preferred stock	1,000		1,000
Additional paid-in capital	133,233,000		129,449,000
Accumulated deficit	(106,515,000)		(58,690,000)
Total stockholder's Equity	26,719,000		70,805,000
Total liabilities and stockholder's Equity	71,865,000		72,984,000
Northern Genesis Acquisition Corp II [Member]
Current assets
Cash	34,688	$ 588,820	0
Prepaid expenses and other current assets	116,653	24,400
Total current assets	151,341	1,693,220
Deferred offering costs			249,917
Marketable securities held in Trust Account	414,028,694	414,000,000
Total assets	414,180,035	415,693,220	249,917
Current liabilities
Accrued expenses	1,091,604	1,450	1,450
Accrued offering costs		251,748	107,000
Promissory note-related party	750,000	117,917	117,917
Total current liabilities	1,841,604	371,115	226,367
FPA liability	713,334
Warrant liability	22,255,067	30,583,467
Deferred underwriting fee payable	14,490,000	14,490,000
Total liabilities	39,300,005	45,444,582	226,367
Commitments
Common stock subject to possible redemption 41,400,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively	414,000,000	414,000,000
Stockholders' equity:
Preferred stock	0		0
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,350,000 at September 30, 2021 and December 31, 2020	1,035	1,035	1,035
Additional paid-in capital			23,965
Accumulated deficit	(39,121,005)	(43,752,397)	(1,450)
Total stockholder's Equity	(39,119,970)	(43,751,362)	23,550
Total liabilities and stockholder's Equity	$ 414,180,035	$ 415,693,220	$ 249,917

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares		9 Months Ended	12 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2018
Preferred stock, par value		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, shares authorized		87,355,585	87,355,585	87,355,585
Preferred Stock, Shares Issued		87,355,585	87,355,585	87,355,585	206,815,077
Preferred Stock, Shares Outstanding		87,355,585	87,355,585	87,355,585
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized		150,000,000	150,000,000	150,000,000
Common stock, shares issued		47,895,715	47,340,305	47,000,134
Common stock, shares outstanding		47,772,888	47,340,305	47,000,134
Northern Genesis Acquisition Corp II [Member]
Shares subject to possible redemption	41,400,000	41,400,000	0
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	10,350,000	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Loss from operations			$ (38,408,000)
Other income (loss):
Change in fair value of warrant liability			(5,783,000)
Net loss			$ (47,825,000)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic			47,667,440
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted			47,667,440
Net loss per share attributable to common stockholders, basic			$ (1.00)
Net loss per share attributable to common stockholders, diluted			$ (1.00)
Northern Genesis Acquisition Corp II [Member]
Operating and formation costs	$ 1,000	$ 1,554,197	$ 3,016,548
Loss from operations	(1,000)	(1,554,197)	(3,016,548)
Other income (loss):
Change in fair value of warrant liability		12,701,734	8,328,400
Change in fair value of FPA liability		393,333	253,333
Loss on initial issuance of private warrants			(267,467)
Offering costs allocated to warrant and FPA liabilities			(1,148,289)
Interest earned on marketable securities held in Trust Account		5,328	28,694
Total other income, net		13,100,395	7,194,671
Net loss	$ 1,000	$ 11,546,198	$ 4,182,273
Basic and diluted weighted average shares outstanding, redeemable common stock subject to possible redemption		41,400,000	39,125,275
Basic and Diluted net income (loss) per share, redeemable common stock	$ 0.00	$ 0.22	$ 0.08
Basic and diluted weighted average shares outstanding, non-redeemable common stock subject to possible redemption	10,350,000	10,350,000	10,275,824
Basic and diluted net income (loss) per share, non-redeemable common stock	$ 0.00	$ 0.22	$ 0.08

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock Northern Genesis Acquisition Corp II [Member]	Common Stock	Additional Paid-in Capital Northern Genesis Acquisition Corp II [Member]	Additional Paid-in Capital	Accumulated Capital Northern Genesis Acquisition Corp II [Member]	Accumulated Deficit Northern Genesis Acquisition Corp II [Member]	Accumulated Deficit	Northern Genesis Acquisition Corp II [Member]	Total
Balances at the beginning at Dec. 31, 2018				$ 57,418,000			$ (21,849,000)		$ 35,570,000
Issuance of common stock to Sponsor				69,922,000					69,922,000
Net loss							(15,310,000)		(15,310,000)
Balance at the end at Dec. 31, 2019		$ 0		128,297,000			(37,159,000)		91,208,000
Net loss							(14,988,000)		(14,988,000)
Balance at the end at Sep. 30, 2020	$ 1,035	0	$ 23,965	129,040,000	$ (1,000)	$ 24,000	(52,147,000)		77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Balances at the beginning at Dec. 31, 2019		0		128,297,000			(37,159,000)		91,208,000
Net loss							(21,531,000)		(21,531,000)
Balance at the end at Dec. 31, 2020	$ 1,035	0	23,965	129,449,000		(1,450)	(58,690,000)	$ 23,550	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Balances at the beginning at Sep. 24, 2020	$ 0		0		0	0		0
Balance (in Shares) at Sep. 24, 2020	0
Issuance of common stock to Sponsor	$ 1,035		23,965			25,000
Issuance of Series C Preferred Stock, net of issuance costs (in shares)	10,350,000
Net loss					(1,000)	(1,000)		1,000
Balance at the end at Sep. 30, 2020	$ 1,035	0	23,965	129,040,000	(1,000)	24,000	(52,147,000)		77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Balances at the beginning at Sep. 24, 2020	$ 0		0		0	0		0
Balance (in Shares) at Sep. 24, 2020	0
Issuance of common stock to Sponsor	$ 1,035		23,965			0		25,000
Issuance of Series C Preferred Stock, net of issuance costs (in shares)	10,350,000
Net loss	$ 0		0			(1,450)		(1,450)
Balance at the end at Dec. 31, 2020	$ 1,035	0	23,965	129,449,000		(1,450)	(58,690,000)	23,550	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Balances at the beginning at Sep. 30, 2020	$ 1,035	0	23,965	129,040,000	$ (1,000)	24,000	(52,147,000)		77,005,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Net loss							(6,543,000)		(6,543,000)
Balance at the end at Dec. 31, 2020	$ 1,035	0	23,965	129,449,000		(1,450)	(58,690,000)	23,550	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Accretion for common stock subject to redemption amount			(23,965)			(42,335,161)		(42,359,126)
Net loss						4,880,183		4,880,183
Balance at the end at Mar. 31, 2021	$ 1,035					(37,456,428)		(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Balances at the beginning at Dec. 31, 2020	$ 1,035	0	$ 23,965	129,449,000		(1,450)	(58,690,000)	23,550	70,805,000
Balance (in Shares) at Dec. 31, 2020	10,350,000
Net loss							(47,825,000)	4,182,273	(47,825,000)
Balance at the end at Sep. 30, 2021	$ 1,035	0		133,233,000		(39,121,005)	(106,515,000)	(39,119,970)	26,719,000
Balance (in Shares) at Sep. 30, 2021	10,350,000
Balances at the beginning at Mar. 31, 2021	$ 1,035					(37,456,428)		(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Initial classification of FPA liability						(966,667)		(966,667)
Net loss						(12,244,108)		(12,244,108)
Balance at the end at Jun. 30, 2021	$ 1,035					(50,667,203)		(50,666,168)
Balance (in Shares) at Jun. 30, 2021	10,350,000
Net loss						11,546,198		11,546,198
Balance at the end at Sep. 30, 2021	$ 1,035	$ 0		$ 133,233,000		$ (39,121,005)	$ (106,515,000)	$ (39,119,970)	$ 26,719,000
Balance (in Shares) at Sep. 30, 2021	10,350,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss		$ (47,825,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(83,000)
Changes in fair value of warrant liability		5,783,000
Changes in operating assets and liabilities:
Net cash used in operating activities		(32,858,000)
Cash flows from investing activities
Net cash provided by (used in) investing activities		45,506,000
Cash Flows from Financing Activities:
Net cash provided by (used in) financing activities		24,183,000
Cash-Beginning of period		11,055,000
Cash-End of period	$ 11,055,000	47,886,000
Northern Genesis Acquisition Corp. II
Cash Flows from Operating Activities:
Net loss	(1,450)	4,182,273
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(28,694)
Changes in fair value of warrant liability		(8,328,400)
Change in fair value of FPA liability		(253,333)
Loss on initial issuance of private warrants		267,467
Offering costs allocable to warrant liabilities		1,148,289
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(116,653)
Accrued expenses	1,450	1,090,154
Net cash used in operating activities	0	(2,038,897)
Cash flows from investing activities
Investment of cash in Trust Account		(414,000,000)
Net cash provided by (used in) investing activities		(414,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		405,720,000
Proceeds from sale of Private Placement Warrants		10,030,000
Proceeds from promissory note - related party	117,917	750,000
Repayment of promissory note-related party		(117,917)
Payment of offering costs	(117,917)	(308,498)
Net cash provided by (used in) financing activities	0	416,073,585
Net Change in Cash	0	34,688
Cash-Beginning of period	0	0
Cash-End of period	$ 0	34,688
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption		414,000,000
Initial Classification of Warrant Liabilities		30,583,467
Deferred underwriting fee payable		$ 14,490,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Going Concern and Management’s Plan

Risks and Uncertainties

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 4.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Going Concern and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its initial public offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through January 23, 2022 and therefore substantial doubt has been alleviated.

Risks and Uncertainties

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company has a wholly owned subsidiary NGAB Merger Sub Inc., which was incorporated in Delaware on June 21, 2021 ("Merger Sub").

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Liquidity and Capital Resources

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The impact of the restatement on the Company’s balance sheet is reflected in the following table:


Balance Sheet as of January 15, 2021	As Previously Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	365,248,633	$	48,751,367	$	414,000,000
Common stock shares	$	1,523	$	(488)	$	1,035
Additional paid-in capital	$	6,415,718	$	(6,415,718)	$	—
Accumulated deficit	$	(1,417,236)	$	(42,335,161)	$	(43,752,397)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(48,751,367)	$	(43,751,362)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The impact of the restatements on the Company’s financial statements is reflected in the following tables.


	As
	Previously				As
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021	Reported		Adjustment		Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911	$	(371,629,911)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633)		365,248,633		—
Change in value of common stock subject to redemption		6,295,969		(6,295,969)		—
Accretion for common stock to redemption amount		—		(42,359,126)		(42,359,126)
Total stockholders’ equity (deficit)		5,000,005		(42,455,398)		(37,455,393)

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398	$	(42,455,398)	$	—
Total stockholders’ equity		(50,666,168)		—		(50,666,168)


	Basic and diluted	Basic and		Basic and diluted	Basic
	weighted average	diluted		weighted	and
	shares	net loss		average shares	diluted
	outstanding,	per		outstanding,	net loss
	Class A common	share,		Class B common	per share,
	stock subject to	Class A		stock subject to	Class B
	possible	common		possible	common
	redemption	stock		redemption	stock
For the three months ended, September 30, 2021
As Previously Reported	51,750,000	$	0.22	—	$	—
As Restated	41,400,000	$	0.22	10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported	48,906,593	$	0.09	—	$	—
As Restated	39,125,275	$	0.08	10,275,824	$	0.08

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Investments

There were no other-than-temporary impairments as of September 30, 2021 (unaudited), December 31,2020 and 2019.

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Convertible Notes and Derivatives

Property, Equipment and Software


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

Leases

Impairment of Long-Lived Assets

Deferred Transaction Costs

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Net Loss Per Share

Comprehensive Income (Loss)

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Northern Genesis Acquisition Corp II [Member]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

At January 15, 2021, the assets held in the Trust Account were held in cash.

Common Stock Subject to Possible Redemption

At January 15, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Warrant and FPA Liabilities

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

Net income (loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Recent Accounting Standards

PUBLIC OFFERING

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

NOTE 4 — PUBLIC OFFERING

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

PRIVATE PLACEMENT

4 Months Ended

9 Months Ended

Jan. 15, 2021

Jan. 31, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were deposited into the Company’s operating account, $8,280,000 of which was used to pay deferred underwriting fees and $1,080,000 was due to the Sponsor for working capital and $670,000 was maintained in the operating account to be used towards working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

Related Party Loans

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

Public Offering. As of January 15, 2021, there was $117,917 outstanding under the Promissory Note, which is currently due on demand.

Related Party Loans

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Due from Sponsor

Promissory Note — Related Party

On September 25, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii.) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was $0 and $117,917, respectively, outstanding under the Promissory Note.

Personnel Services Agreement

Related Party Loans

COMMITMENTS

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

COMMITMENTS

NOTE 7 — COMMITMENTS

Registration Rights

Underwriting Agreement

Forward Purchase Agreement

Business Combination and for expenses in connection with an initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company.

NOTE 7. COMMITMENTS

Registration Rights

Underwriting Agreement

Forward Purchase Agreement

Proposed Business Combination

Subscription Agreements

Sponsor Support Agreement and Foundation Investor Support Agreement

STOCKHOLDERS' EQUITY

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

STOCKHOLDERS' EQUITY

4. STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

Preferred and Founders Preferred Stock

The following table is a summary of the preferred stock and founders preferred stock as of September 30, 2021 (unaudited), December 31, 2020 and 2019 (in thousands, except for share data):


								Per Share
		Shares Issued			Issue Price			Liquidation
	Shares Authorized	and Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock	1,124,856	162,558	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	3,654,873	3,654,873		375		0.10			0.10
Series A-2 Preferred Stock	5,372,703	5,372,703		735		0.14			0.14
Series A-3 Preferred Stock	2,485,296	2,485,296		425		0.17			0.17
Series A-4 Preferred Stock	590,688	590,688		100		0.17			0.17
Series A-5 Preferred Stock	2,680,236	2,680,236		550		0.21			0.21
Series A-6 Preferred Stock	3,647,817	3,647,817		2,390		0.66			0.66
Series A-7 Preferred Stock	15,139,917	15,139,917		12,399		0.82			0.82
Series B Preferred Stock	32,834,601	32,834,601		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	20,949,454	20,949,454		70,001		3.34	⁽¹⁾		3.50
Total	88,480,441	87,518,143	$	116,975

(1)	As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was

The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively.

The significant rights, privileges and preferences of preferred stock are as follows:

Liquidation Preference

Dividends

Voting

Conversion

Redemption

Transactions Related to Founders Preferred Stock

As of September 30, 2021, December 31, 2020 and December 31, 2019 there was 162,558 shares of founders preferred stock outstanding.

Transactions Related to Preferred Stock

All share and per share information has been retroactively adjusted to reflect any stock splits.

In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds.

In May 2018, the Company issued 32,834,601 shares of series B preferred stock on a post-split basis, at a post-split purchase price per share of $0.93, for total proceeds of $30.0 million.

Warrants

As of September 30, 2021 (unaudited), the following warrants were issued and outstanding:

Exercise

Price per

Issue Date

Underlying Security

Reason for Grant

Warrants Outstanding

Share

Expiration

March 12, 2021

Common Stock

Services

285,714

3.50

March 12, 2026

March 15, 2021

Common Stock

Services

571,428

3.50

March 15, 2026

The fair value of the common stock warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of the issuance date:


Risk – free interest rate	0.84 – 0.85	%
Expected term (in years)	5.00
Expected dividend yield	0	%
Expected volatility	38.02 – 38.14	%

Northern Genesis Acquisition Corp II [Member]

STOCKHOLDERS' EQUITY

NOTE 7 — STOCKHOLDER’S EQUITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At January 15, 2021, there were no shares of preferred stock issued or outstanding.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 8. STOCKHOLDERS’ EQUITY

- Definition

+ References

+ Details

WARRANT LIABILITY

9 Months Ended

Sep. 30, 2021

WARRANT LIABILITY

9. DERIVATIVE LIABILITY

The Company classified certain conversion and redemption features, mentioned below, in the convertible note issued on April 16, 2021 as embedded derivative instruments due to the variable conversion price feature and potential adjustments to conversion prices due to events of a qualified financing, IPO, or a change of control.

Feature 1: Automatic conversion into shares of the Company’s next equity financings upon qualified financing adjusted for the discount rate.

Feature 2: Automatic conversion upon IPO or merger with a Special Purpose Acquisition Company (“SPAC”) into the shares of the Company’s common stock.

Feature 3: Optional redemption upon a change of control.

These features are bundled into a single unit and are recorded as derivative liabilities at fair value in the consolidated financial statements. These fair value estimates were measured using inputs classified as Level 3 of the fair value hierarchy. To arrive at the fair value of the embedded unit the Company relies upon a with-and-without analysis. This methodology compares the calculated value of the convertible note and the indicated value of the debt component. In order to compute the fair value of the convertible note, the Company utilizes the discounted cash flow analysis, where the discounted rate was calculated by utilizing a risk-free rate, an option-adjusted spread, and a risk premium.

The Company used four exit scenarios namely SPAC — Fast, SPAC — Slow, Financing, and Maturity. The following table presents the inputs and assumptions used in the valuation of the fair value of the debt component.


	September 30, 2021
	(unaudited)
Term in years	0.08 – 0.54
Risk premium	56.89	%
Option adjusted spread	6.54	%
Risk free rate	0.05% – 0.07	%

The difference between the indicated fair value of the debt component and the fair value of the instruments results in the indicated value of the embedded feature. The following table presents the fair value of the different components using the discounted cash flow and the with-and-without analysis to determine the fair value of the derivative liabilities as of September 30, 2021 (in thousands):


	September 30, 2021
	(unaudited)
Fair value of instrument	$	35,010
Fair value of straight debt component		21,064
Fair value of embedded unit		13,946

The following table provides a roll-forward of the fair values of the Company’s derivative liability for the period ended September 30, 2021 (in thousands):


	September 30, 2021
	(unaudited)
Balance – December 31, 2020	$	—
Add: Derivative liability on date of issuance of convertible note		8,163
Change in fair market value of derivative liability		5,783
Balance – September 30, 2021		13,946

The change in fair value of the derivative liability, which is bifurcated from the host instrument, is initially measured at its issue-date fair value, and the subsequent change in fair value of $5.8 million is recognized as other income or expense.

Northern Genesis Acquisition Corp II [Member]

WARRANT LIABILITY

NOTE 9. WARRANT LIABILITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and

liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		September 30,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	414,028,694
Liabilities:
Warrant liability - Public Warrants	1	$	14,766,000
Warrant liability - Private Placement Warrants	3	$	7,489,067
FPA Liability	2	$	713,333

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The following table presents the changes in the fair value of private and public warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of September 25, 2020 (inception)	$	—	$	—	$	—
Initial measurement on January 15, 2021		10,297,467		20,286,000		30,583,467
Change in valuation inputs or other assumptions		(2,808,400)		(5,520,000)		(8,328,400)
Fair value as of September 30, 2021	$	7,849,067	$	14,766,000	$	22,255,067

The measurements of the FPA liability are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.

The following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis.


	FPA
	Liability
Fair value, April 21, 2021	$	966,667
Loss on change in fair value		(253,333)
Fair value, September 30, 2021	$	713,334

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The fair value of the Private Placement Warrants was estimated at January 15, 2021 to be $1.54 per share and at September 30, 2021 to be $1.12 per share using the modified Black-Scholes option pricing model and the following assumptions:


	January 15,			September 30,
	2021			2021
Expected Volatility		25.0	%		17.0	%
Risk-free interest rate		0.58	%		1.02	%
Expected term (years)		5.00			5.00
Fair value per share of common stock	$	9.51		$	9.93

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS	3 Months Ended	4 Months Ended	9 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
SUBSEQUENT EVENTS			12. SUBSEQUENT EVENTS For the annual financial statements, subsequent events were evaluated from the balance sheet date of December 31, 2020 through the annual audited financial statements’ original issuance date of July 2, 2021. In April 2021, the Company issued a convertible promissory note (the “convertible note”) for $25.0 million in principal. The convertible note bears interest at a rate of 10% per year and matures one year from the date of issuance. The convertible note will automatically convert to the Company’s common stock upon the occurrence of a “Qualified Financing” or the occurrence of a “Public Event”. A Qualified Financing consists of a sale of the Company’s equity securities for gross proceeds of at least $10.0 million. A Public Event is the closing of a merger or consolidation of the Company with a special purpose acquisition company or its subsidiary, or the first closing of the sale of shares of the Company’s common stock to the public in an initial public offering. In May 2021, the Company entered into an agreement to lease office space in San Francisco, CA. The initial lease term is seven years from the commencement date of the lease as defined in the lease agreement. The lease commencement date is expected to be in January 2022. Total minimum lease payments under the lease agreement is $26.3 million. Base rent is payable monthly and escalates at the end of each lease year. The Company has an option to extend the term of the lease for a period of five years following the initial lease term at the then fair market value as of the commencement of the applicable option term. The lease will be accounted for as an operating lease under ASC 840. In June 2021, the Company granted 2.8 million restricted stock units (“RSUs”) with a fair value of $24.94 per share. The RSUs will vest over a period of four years and contain a Liquidity Event Requirement that will be satisfied on the effective date of a Public Offering prior to December 31, 2021. In June 2021, the Company approved a program that will grant 13.5 million shares of performance-based RSUs (“Founder Grants”) with a fair value of $80.5 million. The Founder Grants will contain a performance condition and six market conditions (each, a “market tranche”). The performance condition requires that the Company becomes a registered public company, and the market conditions require that the Company achieves certain valuation multiples as a registered public company. The six market tranches which will vest upon meeting both the performance condition as well as a market tranche condition. Stock based compensation expense related to the Founder Grants will be recognized over the derived service period of each market tranche. On June 22, 2021, the Company entered into the Merger Agreement with Northern Genesis Acquisition Corp. II (“NGA”) and NG Merger Sub, Inc., which will result in NGA acquiring 100% of the Company’s issued and outstanding equity securities. The board of directors of both NGA and the Company have approved the proposed merger transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2021, is subject to approval of NGA stockholders and the satisfaction or waiver of certain other customary closing conditions. There is no assurance that the transaction will be consummated. The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In addition, in connection with the proposed merger, NGA has entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 20,000,000 shares of its common stock in a financing that will result in net proceeds of $200.0 million upon the closing of the financing. The closing of the proposed merger is a precondition to the financing.
Northern Genesis Acquisition Corp II [Member]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS On April 12, 2021, the SEC issued guidance informing market participants that warrants issued by special purpose acquisition companies (“SPACs”), such as the Company, may need to be classified as a liability of the SPAC measured at fair value, with changes in fair value reported each period. Such classification will not affect the financial statements presented in this Form 10-K, because the Company had not consummated its Initial Public Offering and had not issued any warrants during the period from September 25, 2020 (inception) through December 31, 2020. The Company has determined, pursuant to the SEC’s guidance, that the fair value of the warrants issued by the Company upon the consummation of its Initial Public Offering should be reclassified from temporary equity to warrant liability in the balance sheet included in the Current Report on Form 8-K filed on January 22, 2021. Subsequently, changes in the fair value of the warrants will be recorded in the statement of operations. In addition, the Registration Statements filed on Form S-1 and the Final Prospectus filed before the closing of the Initial Public Offering on January 15, 2021 did not account for the effect of this reclassification in its capitalization table and certain other disclosures. The Company is evaluating the materiality of this reclassification and is assessing the impact of this reclassification on its balance sheet included in the filed Form 8-K in accordance with SEC Staff Accounting Bulletin (“SAB”) 99 and SAB 108, which is expected to be completed before the filing by the Company of its Quarterly Report Form 10-Q for the period ended March 31, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On September 30, 2021, the Sponsor amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding. On November 9, 2021, the Company issued 2,000,000 Working Capital Warrants in full payment of its obligation under the Working Capital Loans. At a special meeting of stockholders on November 9, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 7, including the Embark Business Combination, each of which is further described in the Proxy Statement/Prospectus filed by the Company with the SEC on October 19, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

4 Months Ended

9 Months Ended

Dec. 31, 2020

Jan. 15, 2021

Sep. 30, 2021

Use of Estimates

Warrant and FPA Liabilities

Convertible Notes and Derivatives

Income Taxes

Net income (loss) per Common Share

Net Loss Per Share

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Northern Genesis Acquisition Corp II [Member]

Basis of Presentation

Principles of Consolidation

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Cash Held in Trust Account

At January 15, 2021, the assets held in the Trust Account were held in cash.

Marketable Securities Held in Trust Account

Warrant and FPA Liabilities

Common Stock Subject to Possible Redemption

At January 15, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from September 25, 2020 (inception) through December 31, 2020.

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 15, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Income Taxes

Net income (loss) per Common Share

Net Loss Per Common Share

Net income (loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Recent Accounting Standards

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Northern Genesis Acquisition Corp II [Member]

Schedule the impact of the restatements on the Company's financial statements


Balance Sheet as of January 15, 2021	As Previously Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	365,248,633	$	48,751,367	$	414,000,000
Common stock shares	$	1,523	$	(488)	$	1,035
Additional paid-in capital	$	6,415,718	$	(6,415,718)	$	—
Accumulated deficit	$	(1,417,236)	$	(42,335,161)	$	(43,752,397)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(48,751,367)	$	(43,751,362)

The impact of the restatements on the Company’s financial statements is reflected in the following tables.


	As
	Previously				As
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021	Reported		Adjustment		Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911	$	(371,629,911)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633)		365,248,633		—
Change in value of common stock subject to redemption		6,295,969		(6,295,969)		—
Accretion for common stock to redemption amount		—		(42,359,126)		(42,359,126)
Total stockholders’ equity (deficit)		5,000,005		(42,455,398)		(37,455,393)

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398	$	(42,455,398)	$	—
Total stockholders’ equity		(50,666,168)		—		(50,666,168)


	Basic and diluted	Basic and		Basic and diluted	Basic
	weighted average	diluted		weighted	and
	shares	net loss		average shares	diluted
	outstanding,	per		outstanding,	net loss
	Class A common	share,		Class B common	per share,
	stock subject to	Class A		stock subject to	Class B
	possible	common		possible	common
	redemption	stock		redemption	stock
For the three months ended, September 30, 2021
As Previously Reported	51,750,000	$	0.22	—	$	—
As Restated	41,400,000	$	0.22	10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported	48,906,593	$	0.09	—	$	—
As Restated	39,125,275	$	0.08	10,275,824	$	0.08

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

4 Months Ended

9 Months Ended

Jan. 15, 2021

Sep. 30, 2021

Schedule of calculation of basic and diluted net income (loss) per common share


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Numerator:
Net loss	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Net loss attributable to ordinary shareholders	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Denominator:
Weighted-average ordinary shares outstanding		47,677,440		46,603,282		46,743,539		45,800,696
Net loss per share attributable to common stockholders, basic and diluted	$	(1.00)	$	(0.32)	$	(0.46)	$	(0.33)

Northern Genesis Acquisition Corp II [Member]

Schedule of class A common stock reflected in the condensed consolidated balance sheets


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000)
Class A common stock issuance costs	$	(22,073,126)
Plus:
Accretion of carrying value to redemption value	$	42,359,126

Class A common stock subject to possible redemption	$	414,000,000

Schedule of calculation of basic and diluted net income (loss) per common share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00)

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of black Scholes option pricing model


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Risk-free interest rate	0.55 – 1.09	%	0.29 – 1.63	%	0.29 – 1.63	%	1.64 – 2.63	%
Expected term (in years)	5.47 – 6.07		5.82 – 6.05		5.66 – 6.28		5.71 – 6.28
Expected dividend yield.	0	%	0	%	0	%	0	%
Expected volatility	36.88 – 51.52	%	31.29 – 36.38	%	31.29 – 36.85	%	31.00 – 31.50	%

Northern Genesis Acquisition Corp II [Member]

Schedule of company's assets and liabilities


		September 30,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	414,028,694
Liabilities:
Warrant liability - Public Warrants	1	$	14,766,000
Warrant liability - Private Placement Warrants	3	$	7,489,067
FPA Liability	2	$	713,333

Schedule of changes in fair value of warrant liabilities

The following table presents the changes in the fair value of private and public warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of September 25, 2020 (inception)	$	—	$	—	$	—
Initial measurement on January 15, 2021		10,297,467		20,286,000		30,583,467
Change in valuation inputs or other assumptions		(2,808,400)		(5,520,000)		(8,328,400)
Fair value as of September 30, 2021	$	7,849,067	$	14,766,000	$	22,255,067

Schedule Of Changes In The Fair Value Of The FPA Liability

The following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis.


	FPA
	Liability
Fair value, April 21, 2021	$	966,667
Loss on change in fair value		(253,333)
Fair value, September 30, 2021	$	713,334

Schedule of black Scholes option pricing model


	January 15,			September 30,
	2021			2021
Expected Volatility		25.0	%		17.0	%
Risk-free interest rate		0.58	%		1.02	%
Expected term (years)		5.00			5.00
Fair value per share of common stock	$	9.51		$	9.93

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)				3 Months Ended		4 Months Ended		6 Months Ended	9 Months Ended
	Aug. 12, 2021	Aug. 12, 2021	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees									$ 299,000,000
Marketable securities				$ 53,508,000	$ 53,508,000				$ 5,005,000	$ 68,266,000
Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)									$ 10.00
Gross proceeds from proposed public offering			$ 414,000,000	14,490,000			$ 14,490,000		$ 14,490,000
Sale of warrants (in Shares)							6,686,667		6,686,667
Gross proceeds						$ 10,030,000			$ 10,030,000
Transaction cost				$ 23,221,415	$ 23,221,415	23,221,415			23,221,415
Underwriting fees						8,280,000			8,280,000
Deferred underwriting fees						14,490,000			14,490,000
Other offering cost						$ 451,415			$ 451,415
Percentage of assets held in the trust account				80.00%		80.00%			80.00%
Percentage of outstanding voting				50.00%		50.00%			50.00%
Share price (in Dollars per share)				$ 10.00	$ 10.00				$ 11.50
Net tangible assets				$ 5,000,001	$ 5,000,001	$ 5,000,001			$ 5,000,001
Aggregate public shares, percentage				15.00%		15.00%			15.00%
Percentage of redemption of public shares				100.00%		100.00%			100.00%
Redemption period upon closure									10 days
Net interest to dissolution expenses				$ 100,000		$ 100,000			$ 100,000
Trust account, description								$10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to	In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating bank accounts									$ 34,688
Marketable securities									414,028,694
Working capital deficit									(1,544,413)
Franchise taxes payable									150,000
Franchise taxes paid									28,694
Working capital loans	$ 1,000,000				$ 3,000,000		$ 3,000,000		1,000,000
Working capital loans outstanding									750,000
Sponsor total amount									3,000,000
Borrowed amount									$ 750,000
Trust Account [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)						$ 10.00			$ 10.00
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Combination, description						Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Combination, description									Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Working capital loans									$ 3,000,000
Initial Public Offering [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)			41,400,000				41,400,000
Shares issued price per share (in Dollars per share)			$ 10.00				$ 10.00
Share price (in Dollars per share)						$ 10.00			$ 10.00
Over-Allotment Option [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)			5,400,000				5,400,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)						11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)						1.50			1.50
Sale of warrants (in Shares)				6,686,667
Price per warrant (in Dollars per share)						$ 1.50			$ 1.50
Deferred underwriting fees									$ 8,280,000
Share price (in Dollars per share)									$ 11.50
Working capital deficit									$ 1,080,000
Sponsor [Member] \| Northern Genesis Acquisition Corp II [Member]
Description of Organization and Business Operations (Details) [Line Items]
Working capital loans		$ 1,000,000							$ 2,000,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)	Sep. 30, 2021	Jan. 15, 2021
Common stock subject to possible redemption	$ 10.00	$ 10.00
Net tangible assets	$ 5,000,001	$ 5,000,001

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the balance sheets (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 15, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 24, 2020	Dec. 31, 2019	Dec. 31, 2018
Condensed Balance Sheet Statements, Captions [Line Items]
Additional paid-in capital	$ 133,233,000				$ 129,449,000			$ 128,297,000
Accumulated deficit	(106,515,000)				(58,690,000)			(37,159,000)
Total Stockholders' Equity (Deficit)	26,719,000				70,805,000	$ 77,005,000		$ 91,208,000	$ 35,570,000
Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock subject to possible redemption, 41,400,000 shares, at the redemption value	414,000,000			$ 414,000,000
Common stock shares	1,035			1,035	1,035
Additional paid-in capital					23,965
Accumulated deficit	(39,121,005)			(43,752,397)	(1,450)
Total Stockholders' Equity (Deficit)	$ (39,119,970)	$ (50,666,168)	$ (37,455,393)	(43,751,362)	$ 23,550		$ 0
As Previously Reported \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock subject to possible redemption, 41,400,000 shares, at the redemption value				365,248,633
Common stock shares				1,523
Additional paid-in capital				6,415,718
Accumulated deficit				(1,417,236)
Total Stockholders' Equity (Deficit)		(50,666,168)	5,000,005	5,000,005
Adjustment \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock subject to possible redemption, 41,400,000 shares, at the redemption value				48,751,367
Common stock shares				(488)
Additional paid-in capital				(6,415,718)
Accumulated deficit				(42,335,161)
Total Stockholders' Equity (Deficit)			(42,455,398)	(48,751,367)
As Restated \| Northern Genesis Acquisition Corp II [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock subject to possible redemption, 41,400,000 shares, at the redemption value				414,000,000
Common stock shares				1,035
Accumulated deficit				(43,752,397)
Total Stockholders' Equity (Deficit)		$ (50,666,168)	$ (37,455,393)	$ (43,751,362)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the Statement of stockholder's equity (Details) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 24, 2020	Dec. 31, 2019	Dec. 31, 2018
Condensed Cash Flow Statements, Captions [Line Items]
Total Stockholders' Equity (Deficit)				$ 26,719,000	$ 70,805,000	$ 77,005,000		$ 91,208,000	$ 35,570,000
Northern Genesis Acquisition Corp II [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Accretion for common stock to redemption amount			$ 42,359,126	42,359,126
Initial Classification Of Common Stock Subject To Possible Redemption				414,000,000
Total Stockholders' Equity (Deficit)	$ (50,666,168)	$ (37,455,393)	(43,751,362)	$ (39,119,970)	$ 23,550		$ 0
Sale Of Units Net Of Underwriting Discounts In Shares		41,400,000
As Previously Reported \| Northern Genesis Acquisition Corp II [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Sale of 41,400,000 Units, net of underwriting discounts		$ 371,629,911
Initial value of common stock subject to possible redemption at IPO date		(365,248,633)
Change in value of common stock subject to possible redemption	42,455,398	6,295,969
Total Stockholders' Equity (Deficit)	(50,666,168)	5,000,005	5,000,005
Adjustment \| Northern Genesis Acquisition Corp II [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Sale of 41,400,000 Units, net of underwriting discounts		(371,629,911)
Initial value of common stock subject to possible redemption at IPO date		365,248,633
Change in value of common stock subject to possible redemption	(42,455,398)	(6,295,969)
Accretion for common stock to redemption amount		(42,359,126)
Total Stockholders' Equity (Deficit)		(42,455,398)	(48,751,367)
As Restated \| Northern Genesis Acquisition Corp II [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Accretion for common stock to redemption amount		(42,359,126)
Total Stockholders' Equity (Deficit)	$ (50,666,168)	$ (37,455,393)	$ (43,751,362)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of revision on the statement of operations (Details) - Northern Genesis Acquisition Corp II [Member] - $ / shares		3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)			10,350,000
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)			$ 0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	10,350,000	10,350,000		10,275,824
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share)	$ 0.00	$ 0.22		$ 0.08
As Previously Reported \| Common Class A [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)		51,750,000		48,906,593
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)		$ 0.22		$ 0.09
As Restated \| Common Class A [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)		41,400,000		39,125,275
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)		$ 0.22		$ 0.08
As Restated \| Common Class B [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)		10,350,000		10,275,824
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)		$ 0.22		$ 0.08

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended	9 Months Ended	12 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021	Dec. 31, 2018
Unrecognized Tax Benefits			$ 1,028,000	$ 614,000		$ 225,000
Amounts accrued for interest and penalties			$ 0
Statutory tax rate			21.00%	21.00%
Northern Genesis Acquisition Corp II [Member]
Common stock subject to possible redemption	41,400,000	41,400,000
Unrecognized Tax Benefits	$ 0		$ 0		$ 0
Amounts accrued for interest and penalties	0		$ 0		$ 0
Statutory tax rate		21.00%
Purchase Of Aggregate Shares		20,486,667
Federal depository insurance coverage	$ 250,000	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of class A common stock reflected in the condensed consolidated balance sheets (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Gross proceeds	$ 414,000,000	$ 414,000,000
Less:
Proceeds allocated to Public Warrants	(20,286,000)	(20,286,000)
Class A common stock issuance costs	(22,073,126)	(22,073,126)
Plus:
Accretion of carrying value to redemption value	42,359,126	42,359,126
Class A common stock subject to possible redemption	$ 414,000,000	$ 414,000,000

- Definition

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of calculation of basic and diluted net income (loss) per common share (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Calculation Of Basic And Diluted Net Income Loss Per Common Share [Line Items]
Weighted-average ordinary shares outstanding, basic				47,667,440	46,603,282	46,743,539	45,800,696
Net income per common share, Basic				$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)
Net loss per share attributable to common stockholders,diluted				$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)
Northern Genesis Acquisition Corp II [Member]
Schedule Of Calculation Of Basic And Diluted Net Income Loss Per Common Share [Line Items]
Weighted average shares outstanding, basic and diluted (in Shares)			10,350,000
Basic and diluted net loss per common share (in Dollars per share)			$ 0.00
Redeemable common stock \| Northern Genesis Acquisition Corp II [Member]
Schedule Of Calculation Of Basic And Diluted Net Income Loss Per Common Share [Line Items]
Allocation of net income (loss), as adjusted		$ 9,233,638		$ 3,309,040
Weighted average shares outstanding, basic and diluted (in Shares)		41,400,000		39,125,275
Basic and diluted net loss per common share (in Dollars per share)		$ 0.22		$ 0.08
Non Redeemable common stock \| Northern Genesis Acquisition Corp II [Member]
Schedule Of Calculation Of Basic And Diluted Net Income Loss Per Common Share [Line Items]
Allocation of net income (loss), as adjusted	$ (1,000)	$ 2,308,410		$ 869,083
Weighted average shares outstanding, basic and diluted (in Shares)	10,350,000	10,350,000		10,275,824
Basic and diluted net loss per common share (in Dollars per share)	$ 0.00	$ 0.22		$ 0.08

PUBLIC OFFERING (Details) - Northern Genesis Acquisition Corp II [Member] - $ / shares	4 Months Ended	9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Public Offering (Details) [Line Items]
Purchase price per unit (in Dollars per share)	$ 18.00		$ 18.00
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units	41,400,000	41,400,000
Purchase price per unit (in Dollars per share)	$ 10.00	$ 10.00
Public offering, description	Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).	Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units	5,400,000	5,400,000

PRIVATE PLACEMENT (Details) - USD ($)	4 Months Ended	9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Deferred underwriting fees		$ 299,000,000
Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Warrant price per share		$ 10.00
Aggregate purchase price (in Dollars)		$ 10,030,000
Number of shares issuable per warrant		7,500,000
Preferred stock price per share		$ 11.50	$ 10.00
Deferred underwriting fees	$ 14,490,000	$ 14,490,000
Working capital		$ (1,544,413)
Private Placement [Member]
Private Placement (Details) [Line Items]
Preferred stock price per share	$ 11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares)	6,686,667	6,686,667
Warrant price per share	$ 1.50	$ 1.50
Aggregate purchase price (in Dollars)	$ 10,030,000	$ 10,030,000
Number of shares issuable per warrant		1
Preferred stock price per share		$ 11.50
Deferred underwriting fees		$ 8,280,000
Working capital		1,080,000
Private Placement [Member] \| Sponsor [Member] \| Northern Genesis Acquisition Corp II [Member]
Private Placement (Details) [Line Items]
Working capital		$ 670,000

RELATED PARTY TRANSACTIONS (Details) - USD ($)					3 Months Ended		4 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 12, 2021	Aug. 12, 2021	Jan. 12, 2021	Oct. 02, 2020	Sep. 30, 2021	Dec. 31, 2020	Jan. 31, 2021	Jan. 15, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 25, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Common stock, shares outstanding					47,772,888	47,340,305			47,772,888	47,772,888		47,000,134
Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Price per share (in Dollars per share)					$ 11.50	$ 10.00			$ 11.50	$ 11.50
Common stock, shares outstanding					10,350,000	10,350,000		10,350,000	10,350,000	10,350,000
Office rent per month			$ 10,000
Payments to services					$ 30,000					$ 90,000
Amount held outside trust account								$ 1,080,000
Aggregate principal amount											$ 150,000
Projected obligations, expects to pay										2,000,000
Borrowings outstanding					$ 0	$ 117,917		117,917	$ 0	0
Working capital loans	$ 1,000,000					$ 3,000,000		$ 3,000,000		$ 1,000,000
Warrants price (in Dollars per share)					$ 1.50	$ 1.50		$ 1.50	$ 1.50	$ 1.50
Accrued expenses					$ 10,000				$ 10,000	$ 10,000
Borrowing Outstanding						$ 117,917
Working Capital Loans Outstanding										750,000
Sponsor Fees										$ 3,000,000
Personnel Services Agreement Description										For the nine months ended September 30, 2021, the Company incurred $680,000, inclusive of $200,000 in initial payment of the agreement and $80,000 for each month within the second and third quarter for these services, of which $80,000 is included in accounts payable in the accompanying balance sheets.
Securities Borrowed					$ 750,000				$ 750,000	$ 750,000
Sponsor [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Working capital loans		$ 1,000,000								$ 2,000,000
Business Combination [Member]
Related Party Transaction [Line Items]
Business combination, description							Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Business combination, description										Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Working capital loans										$ 3,000,000
Founder Share [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Amount of sponsor paid				$ 25,000
Shares consideration (in Shares)				8,625,000
Price per share (in Dollars per share)			$ 0.2
Common stock, shares outstanding			10,350,000
Shares subject to forfeiture (in Shares)			1,350,000
Founder Share [Member] \| Business Combination [Member] \| Northern Genesis Acquisition Corp II [Member]
Related Party Transaction [Line Items]
Business combination, description								The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.	The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

COMMITMENTS (Details)			3 Months Ended	4 Months Ended	9 Months Ended
COMMITMENTS (Details)	Jan. 15, 2021 USD ($) $ / shares	Jan. 08, 2021	Dec. 31, 2020 USD ($) $ / shares	Jan. 15, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares shares	Jan. 31, 2021 $ / shares
Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Deferred fee percentage			3.50%	3.50%	3.50%
Gross proceeds from proposed public offering \| $	$ 414,000,000		$ 14,490,000	$ 14,490,000	$ 14,490,000
Forward purchase agreement, description		the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	(i) a number of units (“Forward Purchase Units”), consisting of one share of Class A common stock (“Forward Purchase Shares”) and one-sixth of one redeemable warrant (“Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.75 per share (such Forward Purchase Shares valued at $9.75 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.	The Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.
Forward purchase units (in Shares)					7,500,000
Forward purchase price per share (in Dollars per share) \| $ / shares					$ 10.00
Aggregate maximum amount \| $			$ 75,000,000	$ 75,000,000	$ 75,000,000
Preferred stock price per share \| $ / shares			$ 10.00		$ 11.50
Total forward purchase units (in Shares)					7,500,000
Number of shares issuable per warrant					7,500,000
Common shares, votes per share					1
Purchase price per unit (in Dollars per share) \| $ / shares	$ 18.00		$ 18.00	$ 18.00
Sponsor support agreement and foundation investor support agreement					Sponsor also agreed to forfeit, immediately prior to Closing, (i) a relative percentage of up to 1,130,239 Founder Shares to the extent that the Sponsor's institutional investors fail to hold, at the Closing, at least one-half of the shares of NGA Common Stock issued to such investors in connection with our initial public offering, and (ii) up to 627,910 Founder Shares (currently expected to be 393,025 Founder Shares) in connection with the Forward Purchase Agreements investment.
Common Class A [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Common shares, votes per share					1
Common Class B [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Common shares, votes per share					10
Private Placement [Member]
Commitments Details [Line Items]
Preferred stock price per share \| $ / shares						$ 11.50
Private Placement [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Aggregate maximum amount \| $					$ 150,000,000
Preferred stock price per share \| $ / shares					$ 11.50
Total forward purchase units (in Shares)					1
Number of shares in a unit					1
Number of warrants in a unit					0.167
Number of shares issuable per warrant					1
Gross proceeds from business combination \| $					$ 75,000,000
FPA PIPE Investors [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Number of common stock issued					4,000,000
Purchase price per unit (in Dollars per share) \| $ / shares					$ 10.00
Financing Receivable, Purchased with Credit Deterioration, Amount at Purchase Price \| $					$ 40,000,000
FPA PIPE Investors [Member] \| Common Class A [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Number of shares in a unit					1
Number of warrants in a unit					0.167
PIPE Investors [Member] \| Common Class A [Member] \| Northern Genesis Acquisition Corp II [Member]
Commitments Details [Line Items]
Number of common stock issued					16,000,000
Purchase price per unit (in Dollars per share) \| $ / shares					$ 10.00
Financing Receivable, Purchased with Credit Deterioration, Amount at Purchase Price \| $					$ 160,000,000

STOCKHOLDERS' EQUITY (Details)	4 Months Ended	9 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (Details)	Jan. 15, 2021 $ / shares shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Jun. 30, 2018 $ / shares
Preferred stock, shares authorized		87,355,585	87,355,585	87,355,585
Preferred stock, par value \| $ / shares		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized (in Shares)		150,000,000	150,000,000	150,000,000
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.00001	$ 0.00001	$ 0.00001
Northern Genesis Acquisition Corp II [Member]
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000
Common stock, shares issued	10,350,000	10,350,000
Common stock to possible redemption	41,400,000	41,400,000	0
Preferred stock, issued and outstanding, description	At January 15, 2021, there were no shares of preferred stock issued or outstanding.	At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
Common shares, votes per share		1

WARRANT LIABILITY (Details) - Northern Genesis Acquisition Corp II [Member] - $ / shares	3 Months Ended	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Jan. 15, 2021	Sep. 30, 2021
Warrant Liability (Details) [Line Items]
Warrant expire term			5 years
Exercise Price	$ 1.50	$ 1.50	$ 1.50
Common stock equals or exceeds per share	$ 18.00	$ 18.00
Total equity proceeds, percentage	60.00%	60.00%	60.00%
Business combination market value per share	$ 9.20	$ 9.20	$ 9.20
Market value, percentage	180.00%	180.00%	180.00%
Redemption trigger price per share	$ 18.00	$ 18.00	$ 18.00
Immaterial Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination issue price or effective issue price per share			$ 9.20
Public Warrants [Member]
Warrant Liability (Details) [Line Items]
Warrants exercisable term after the completion of a business combination			30 days
Warrants exercisable term from the closing of the public offering			12 months
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold trading days for redemption of warrants			20 days
Threshold consecutive trading days for redemption of warrants			30 days
Threshold number of trading days before sending notice of redemption to warrant holders			3 days
Warrant [Member]
Warrant Liability (Details) [Line Items]
Exercise Price	$ 0.01	$ 0.01	$ 0.01
Market value, percentage	115.00%	115.00%	115.00%
Common Stock
Warrant Liability (Details) [Line Items]
Common stock equals or exceeds per share			$ 18.00
Threshold trading days for calculating Market Value			10 days

FAIR VALUE MEASUREMENTS (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)	9 Months Ended
	Sep. 30, 2021	Jan. 15, 2021
Fair Value, Concentration of Risk, Federal Funds Sold and Securities Borrowed or Purchased under Agreements to Resell	$ 1.12	$ 1.54
Fair value assets transferred into (out of) level 3	$ 0

FAIR VALUE MEASUREMENTS (Details) - Schedule of company's assets and liabilities - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets:
Total assets	$ 5,005,000	$ 53,553,000	$ 68,322,000
Level 1 \| Marketable securities held in Trust Account [Member] \| Northern Genesis Acquisition Corp II [Member]
Assets:
Total assets	414,028,694
Level 1 \| Public Warrants [Member] \| Northern Genesis Acquisition Corp II [Member]
Liabilities:
Total liabilities	14,766,000
Level 2 \| FPA Liability [Member] \| Northern Genesis Acquisition Corp II [Member]
Liabilities:
Total liabilities	713,333
Level 3 \| Warrant liability - Private Placement Warrants [Member] \| Northern Genesis Acquisition Corp II [Member]
Liabilities:
Total liabilities	$ 7,489,067

FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in fair value of warrant liabilities - Northern Genesis Acquisition Corp II [Member] - USD ($)		5 Months Ended	9 Months Ended
	Jan. 14, 2021	Sep. 30, 2021	Sep. 30, 2021
Schedule Of Changes In Fair Value Of Private And Public Warrant Liabilities [Line Items]
Change in valuation inputs or other assumptions		$ (253,333)
Private Placement [Member]
Schedule Of Changes In Fair Value Of Private And Public Warrant Liabilities [Line Items]
Initial measurement on January 15, 2021	$ 10,297,467
Change in valuation inputs or other assumptions			$ (2,808,400)
Fair value at ending		7,849,067	7,849,067
Public [Member]
Schedule Of Changes In Fair Value Of Private And Public Warrant Liabilities [Line Items]
Initial measurement on January 15, 2021	20,286,000
Change in valuation inputs or other assumptions			(5,520,000)
Fair value at ending		14,766,000	14,766,000
Warrant Liabilities [Member]
Schedule Of Changes In Fair Value Of Private And Public Warrant Liabilities [Line Items]
Initial measurement on January 15, 2021	$ 30,583,467
Change in valuation inputs or other assumptions			(8,328,400)
Fair value at ending		$ 22,255,067	$ 22,255,067

FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in the fair value of the FPA liability - Northern Genesis Acquisition Corp II [Member]	5 Months Ended
	Sep. 30, 2021 USD ($)
Fair value, April 21, 2021	$ 966,667
Loss on change in fair value	(253,333)
Fair value, June 30, 2021	$ 713,334

FAIR VALUE MEASUREMENTS (Details) - Schedule of black Scholes option pricing model - Northern Genesis Acquisition Corp II [Member] - $ / shares		3 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Expected volatility	25.00%	17.00%
Risk-free interest rate	0.58%	1.02%
Expected term (years)	5 years	5 years
Fair value per share of common stock (in Dollars per share)	$ 9.51	$ 9.93

SUBSEQUENT EVENTS (Details) - Northern Genesis Acquisition Corp II [Member] - USD ($)		9 Months Ended
	Nov. 09, 2021	Sep. 30, 2021
Subsequent Events (Details) [Line Items]
Subsequent event, description		the Sponsor amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital warrants	$ 2,000,000

Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 47,886	$ 11,055	$ 9,858
Restricted cash, short-term	65	65	65
Short-term investments	5,005	53,553	68,322
Prepaid expenses and other current assets	6,733	1,367	1,985
Total current assets	59,689	66,040	80,230
Restricted cash, long-term	340	340	405
Property, equipment and software, net	8,529	6,526	5,092
Long-term investments			7,311
Other assets	3,307	78	75
Total assets	71,865	72,984	93,113
Current liabilities:
Accounts payable	3,166	399	301
Accrued expenses and other current liabilities	6,414	892	436
Convertible Note	20,572
Derivative liability	13,946	0
Short-term notes payable	282	246	275
Total current liabilities	44,380	1,537	1,012
Long-term notes payable	549	512	758
Other long-term liabilities	50
Long-term deferred rent	167	130	135
Total liabilities	45,146	2,179	1,905
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock	1	1	1
Additional paid-in capital	133,233	129,449	128,297
Accumulated other comprehensive income		45	69
Accumulated deficit	(106,515)	(58,690)	(37,159)
Total stockholder's Equity	26,719	70,805	91,208
Total liabilities and stockholder's Equity	$ 71,865	$ 72,984	$ 93,113

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock shares authorized	87,355,585	87,355,585	87,355,585
Preferred stock shares issued	87,355,585	87,355,585	87,355,585
Preferred stock shares outstanding	87,355,585	87,355,585	87,355,585
Common stock, par value	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000	150,000,000
Common stock, shares issued	47,895,715	47,340,305	47,000,134
Common stock, shares outstanding	47,772,888	47,340,305	47,000,134
Founder
Preferred stock, par value	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock shares authorized	1,124,856	1,124,856	1,124,856
Preferred stock shares issued	162,558	162,558	162,558
Preferred stock shares outstanding	162,558	162,558	162,558

Statements of Operations - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development	$ 26,823	$ 13,236	$ 18,831	$ 13,711
General and administrative	11,585	2,509	3,595	2,714
Total operating expenses	38,408	15,745	22,426	16,425
Loss from operations	(38,408)	(15,745)	(22,426)	(16,425)
Other income (expense):
Change in fair value of derivative liability	(5,783)
Other income:	18	93	107	29
Interest income	83	712	788	1,086
Interest expense	(3,735)	(48)
Loss before provision for income taxes	(47,825)	(14,988)	(21,531)	(15,310)
Net loss	(47,825)	(14,988)	(21,531)	(15,310)
Net loss attributable to common stockholders, basic and diluted	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Net loss per share attributable to common stockholders, basic	$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)
Net loss per share attributable to common stockholders, diluted	$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	47,667,440	46,603,282	46,743,539	45,800,696
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	47,667,440	46,603,282	46,743,539	45,800,696

Statements of Comprehensive Loss - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
Statements of Comprehensive Loss - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Statements of Comprehensive Loss
Net loss	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Other comprehensive loss (net of tax):
Unrealized (losses) gains on available-for-sale securities, net	(45)	42	(24)	69
Comprehensive loss	$ (47,870)	$ (14,946)	$ (21,555)	$ (15,241)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Consolidated Statements of Equity and Stockholder's Equity - USD ($)
$ in Thousands

Preferred Stock

Founder

Preferred Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total

Balances at the beginning at Dec. 31, 2018

$ 1

$ 57,418

$ (21,849)

$ 35,570

Balances at the beginning (in shares) at Dec. 31, 2018

1,124,856

66,406,131

45,274,878

Issuance of Series C Preferred Stock, net of issuance costs

69,922

Issuance of Series C Preferred Stock, net of issuance costs (in shares)

19,987,156

Secondary sale of Founders Preferred Stock (in shares)

(962,298)

962,298

Shares issued upon exercise of stock options

^[1]

Shares issued upon exercise of stock options (in shares)

^[1]

1,725,256

Vesting of early exercised options

162

Stock-based compensation

732

Other comprehensive income (loss)

$ 69

Net loss

(15,310)

Balance at the end at Dec. 31, 2019

$ 0

$ 1

$ 0

128,297

(37,159)

91,208

Balance as the end (in shares) at Dec. 31, 2019

162,558

87,355,585

47,000,134

Shares repurchased

(52)

Shares repurchased (in shares)

(254,973)

Shares issued upon exercise of stock options

Shares issued upon exercise of stock options (in shares)

195,917

Vesting of early exercised options

Stock-based compensation

655

Other comprehensive income (loss)

Net loss

(14,988)

Balance at the end at Sep. 30, 2020

$ 0

$ 1

$ 0

129,040

(52,147)

111

77,005

Balance as the end (in shares) at Sep. 30, 2020

162,558

87,355,585

46,941,078

Balances at the beginning at Dec. 31, 2019

$ 0

$ 1

$ 0

128,297

(37,159)

91,208

Balances at the beginning (in shares) at Dec. 31, 2019

162,558

87,355,585

47,000,134

Shares issued upon exercise of stock options

^[1]

121

Shares issued upon exercise of stock options (in shares)

^[1]

340,171

Vesting of early exercised options

Stock-based compensation

970

Other comprehensive income (loss)

(24)

Net loss

(21,531)

Balance at the end at Dec. 31, 2020

$ 0

$ 1

$ 0

129,449

(58,690)

70,805

Balance as the end (in shares) at Dec. 31, 2020

162,558

87,355,585

47,340,305

Balance at the end at Sep. 30, 2020

$ 0

$ 1

$ 0

129,040

(52,147)

111

77,005

Balance as the end (in shares) at Sep. 30, 2020

162,558

87,355,585

46,941,078

Balance at the end at Dec. 31, 2020

$ 0

$ 1

$ 0

129,449

(58,690)

70,805

Balance as the end (in shares) at Dec. 31, 2020

162,558

87,355,585

47,340,305

Balances at the beginning at Sep. 30, 2020

$ 0

$ 1

$ 0

129,040

(52,147)

111

77,005

Balances at the beginning (in shares) at Sep. 30, 2020

162,558

87,355,585

46,941,078

Shares repurchased

(12)

Shares repurchased (in shares)

(53,232)

Shares issued upon exercise of stock options

Shares issued upon exercise of stock options (in shares)

452,459

Vesting of early exercised options

Stock-based compensation

316

Other comprehensive income (loss)

(66)

Net loss

(6,543)

Balance at the end at Dec. 31, 2020

$ 0

$ 1

$ 0

129,449

(58,690)

70,805

Balance as the end (in shares) at Dec. 31, 2020

162,558

87,355,585

47,340,305

Balances at the beginning at Dec. 31, 2020

$ 0

$ 1

$ 0

129,449

(58,690)

70,805

Balances at the beginning (in shares) at Dec. 31, 2020

162,558

87,355,585

47,340,305

Shares repurchased (in shares)

(1,125)

Shares issued upon exercise of stock options

149

Shares issued upon exercise of stock options (in shares)

556,535

Vesting of early exercised options

Stock-based compensation

1,821

Other comprehensive income (loss)

$ (45)

(45)

Issuance of common stock warrants

1,775

Net loss

(47,825)

Balance at the end at Sep. 30, 2021

$ 1

$ 0

133,233

(106,515)

26,719

Balance as the end (in shares) at Sep. 30, 2021

162,558

87,355,585

47,895,715

Balance at the end at Sep. 30, 2021

$ 1

$ 0

$ 133,233

$ (106,515)

$ 26,719

Balance as the end (in shares) at Sep. 30, 2021

162,558

87,355,585

47,895,715

[1]	Insignificant amounts are rounded to zero (“— ”) for disclosure

Consolidated Statements of Equity and Stockholder's Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Consolidated Statements of Equity and Stockholder's Equity
Issuance costs	$ 78

Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	756	560	822	615
Stock-based compensation, net of amounts capitalized	1,661	570	842	626
Issuance of warrants for services	1,774
Net amortization of premiums and accretion of discounts on investments	265	145	226	(75)
Loss on disposal of property, equipment and software				16
Amortization of debt discount	3,735
Change in fair value of derivative liability	5,783
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(911)	890	(150)	(574)
Other assets	(3,229)		(3)	(10)
Accounts payable	2,759	82	151	115
Accrued expenses and other current liabilities	2,374	437	513	386
Net cash used in operating activities	(32,858)	(12,304)	(19,130)	(14,211)
Cash flows from investing activities
Purchase of investments		(42,264)	(52,421)	(79,489)
Maturities of investments	48,239	59,707	74,250	4,000
Purchase of property, equipment and software	(2,380)	(1,459)	(2,181)	(1,882)
Deposit for purchase of trucks	(400)		(10)	(325)
Refund of deposit for trucks	47		778
Net cash provided by (used in) investing activities	45,506	15,984	20,416	(77,696)
Cash flows from financing activities
Cash proceeds received from convertible note payable	25,001
Payment towards notes payable	(140)	(214)	(275)	(225)
Proceeds from issuance of Series C preferred stock, net of issuance costs of $78				69,922
Deferred offering costs	(827)
Proceeds from exercise of stock options	149	43	121	63
Net cash provided by (used in) financing activities	24,183	(171)	(154)	69,760
Net increase (decrease) in cash, cash equivalents and restricted cash	36,831	3,510	1,132	(22,147)
Cash, cash equivalents and restricted cash at beginning of period	11,460	10,328	10,328	32,475
Cash, cash equivalents and restricted cash at end of period	48,291	13,838	11,460	10,328
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	0	33	62	50
Supplemental schedule of noncash investing and financing activities
Acquisition of property, equipment and software in accounts payable	71	47	64	118
Acquisition of trucks by assuming notes payable	278			922
Deferred offering costs in accrued liability	3,275
Reclassification of truck deposits to property and equipment				300
Stock-based compensation capitalized into internally developed software	160	102	128	106
Vesting of early exercised stock options	$ 39	$ 45	$ 61	$ 162

Statements of Cash Flows (Parenthetical) $ in Thousands	9 Months Ended
Statements of Cash Flows (Parenthetical) $ in Thousands	Sep. 30, 2021 USD ($)
Statements of Cash Flows
Proceeds from issuance of preferred stock net of issuance cost	$ 78

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2021

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The principal activities of Embark Trucks, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. The Company has no subsidiaries as of September 30, 2021 (unaudited), December 31, 2020 and 2019.

The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models — transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through September 30, 2021.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

Liquidity and Capital Resources

The Company has incurred losses from operations since inception. The Company incurred net losses of $47.8 million and $15.0 million, for the nine months ended September 30, 2021 and 2020 (unaudited), respectively, and $21.5 million and $15.3 million, for the years ended December 31, 2020 and 2019, respectively, and Accumulated deficit amounts to $106.5 million, $58.7 million, and $37.2 million, as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively. Net cash used in operating activities was $33.7 million and $12.3 million for the nine months ended September 30, 2021 and 2020 (unaudited), respectively, and $19.1 million, $14.2 million, for the years ended December 31, 2020 and 2019, respectively.

The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of September 30, 2021 (unaudited) and December 31, 2020, the Company’s balance of cash and cash equivalents was $47.9 million and $11.1 million, respectively. As of September 30, 2021 (unaudited) and December 31, 2020, the Company’s balance of available-for-sale investments was $5.0 million and $53.6 million, respectively.

Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.

The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures.

On August 25, 2021 and August 27, 2021, the Company entered into commitment letters (collectively, the “Commitment Letters”) with certain investors (collectively, the “Investors”) pursuant to which such Investors each provided a commitment to invest, upon the Company’s election, up to $5 million in the Company in the form of Series C Preferred Stock of the Company in the event that the merger agreement entered into on June 22, 2021, by and among Northern Genesis Acquisition Corp. II, NGAB Merger Sub Inc. and the Company (the “Merger Agreement”) is terminated and the transactions contemplated thereby (collectively the “Business Combination”) is not consummated. If the Business Combination is consummated then each of the Investor’s obligations under the applicable Commitment Letter will terminate.

In connection with the Business Combination, Embark raised $244 million of net proceeds from the contribution of $414 million of proceeds from cash held in Northern Genesis’s trust account from the Northern Genesis IPO, $160 million of proceeds from the PIPE investment, and offset by redemption of Northern Genesis’s Class A common stock held by Northern Genesis’s public

stockholders of $299 million. Direct and incremental transaction costs in connection with the Business Combination were incurred prior to, or concurrent with the Closing by Northern Genesis and Embark, including the PIPE investment and the deferred underwriting fees related to the Northern Genesis IPO of $69 million. Embark believes cash and other components of working capital will be sufficient to meet Embark’s needs for at least the next 12 months.

Fiscal Periods

The Company’s fiscal year begins on January 1 and ends on December 31. The Company refers to the fiscal years as “fiscal year 2021”, “fiscal year 2020” and “fiscal year 2019”.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Unaudited Interim Financial Information

The accompanying interim balance sheet as of September 30, 2021, the interim Statements of Operations, comprehensive loss, and cash flows for the nine months ended September 30, 2021 and 2020, and the interim statement of stockholders’ equity for the nine months ended September 30, 2021 are unaudited. These unaudited interim financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual financial statements prepared in accordance with GAAP. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2021 and the Company’s results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods.

Segment Information

Under Accounting Standards Codification (“ASC 280”), Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.

Concentration of Risks

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities and long-term investments. We maintain our cash and cash equivalents, restricted cash and investments with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation.

Impact of COVID-19

The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2020. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in the first half of 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta variant, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Investments

There were no other-than-temporary impairments as of September 30, 2021 (unaudited), December 31,2020 and 2019.

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Convertible Notes and Derivatives

Property, Equipment and Software


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

Leases

Impairment of Long-Lived Assets

Deferred Transaction Costs

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Net Loss Per Share

Comprehensive Income (Loss)

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

BALANCE SHEET COMPONENTS

9 Months Ended

Sep. 30, 2021

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS

3. BALANCE SHEET COMPONENTS

Marketable Securities

Marketable securities as of September 30, 2021 (unaudited), December 31, 2020 and 2019, consist of the following (in thousands):


	Cost or		Unrealized		Fair
As of September 30, 2021 (unaudited)	Amortized Cost		Gains		Value
U.S government securities	$	5,005	$	0	$	5,005
	$	5,005	$	0	$	5,005


	Cost or		Unrealized		Fair
As of December 31, 2020	Amortized Cost		Gains		Value
U.S government securities	$	53,508	$	45	$	53,553
	$	53,508	$	45	$	53,553


	Cost or		Unrealized		Fair
As of December 31, 2019	Amortized Cost		Gains		Value
U.S government securities	$	68,266	$	56	$	68,322
	$	68,266	$	56	$	68,322

Long-term Investments

The Company did not have long-term investments as of September 30, 2021 (unaudited) and December 31, 2020. Long-term investments as of December 31, 2019, consist of the following (in thousands):


	Cost or		Unrealized		Fair
As of December 31, 2019	Amortized Cost		Gains		Value
U.S government securities	$	7,298	$	13	$	7,311
	$	7,298	$	13	$	7,311

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	As of September 30,		As of December 31,
	2021		2020		2019
	(unaudited)
Prepaid Insurance	$	211	$	138	$	186
Accrued interest and dividends		26		201		328
Prepaid Software		876		279		33
Prepaid Hardware		53		—		—
Income tax receivable		494		494		497
Short-term deposits		423		55		783
Deferred transaction costs		4,102		—		—
Other prepaid expenses		512		176		135
Other current assets		36		24		23
Total prepaid expenses and other current assets	$	6,733	$	1,367	$	1,985

Property, Equipment and Software

Property, equipment and software consist of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


			As of
	As of September 30,		December 31,
	2021		2020		2019
	(unaudited)
Machinery and equipment	$	340	$	207	$	108
Electronic equipment		331		130		75
Vehicles and vehicle hardware		5,295		4,144		3,684
Leasehold improvements		119		119		119
Developed software		4,955		3,709		2,066
Other		27		0		0
Property, equipment and software, gross		11,067		8,309		6,052
Less: accumulated depreciation and amortization		(2,238)		(1,783)		(960)
Total property, equipment and software, net	$	8,529	$	6,526	$	5,092

Depreciation and amortization expense for the nine months ended September 30, 2021 (unaudited), and the years ended December 31, 2020 and 2019, was $0.7 million, $0.8 million, and $0.6 million, respectively.

Other Assets

Other assets consist of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	September 30,		December 31,		December 31,
	2021		2020		2019
	(unaudited)
Intangibles Assets	$	3	$	3	$	—
Long-term deposits		3,304		75		75
Total Other Assets	$	3,307	$	78	$	75

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Accrued Credit Card Liability		276		157		—
Accrued payroll expenses		1,111		259		—
Accrued general expenses		116		367		150
Accrued legal expenses		2,700		—		—
Accrued software expenses		1,505		—		—
Accrued consultant expenses		593		—		—
Short-term deferred rent		(17)		51		121
Early Exercise Liability		81		11		118
Income Tax Payable		47		47		47
Other		2		—		—
Total accrued expenses and other current liabilities	$	6,414	$	892	$	436

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2021

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

4. STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

Preferred and Founders Preferred Stock

The following table is a summary of the preferred stock and founders preferred stock as of September 30, 2021 (unaudited), December 31, 2020 and 2019 (in thousands, except for share data):


								Per Share
		Shares Issued			Issue Price			Liquidation
	Shares Authorized	and Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock	1,124,856	162,558	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	3,654,873	3,654,873		375		0.10			0.10
Series A-2 Preferred Stock	5,372,703	5,372,703		735		0.14			0.14
Series A-3 Preferred Stock	2,485,296	2,485,296		425		0.17			0.17
Series A-4 Preferred Stock	590,688	590,688		100		0.17			0.17
Series A-5 Preferred Stock	2,680,236	2,680,236		550		0.21			0.21
Series A-6 Preferred Stock	3,647,817	3,647,817		2,390		0.66			0.66
Series A-7 Preferred Stock	15,139,917	15,139,917		12,399		0.82			0.82
Series B Preferred Stock	32,834,601	32,834,601		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	20,949,454	20,949,454		70,001		3.34	⁽¹⁾		3.50
Total	88,480,441	87,518,143	$	116,975

(1)	As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was

The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively.

The significant rights, privileges and preferences of preferred stock are as follows:

Liquidation Preference

Dividends

Voting

Conversion

Redemption

Transactions Related to Founders Preferred Stock

As of September 30, 2021, December 31, 2020 and December 31, 2019 there was 162,558 shares of founders preferred stock outstanding.

Transactions Related to Preferred Stock

All share and per share information has been retroactively adjusted to reflect any stock splits.

In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds.

In May 2018, the Company issued 32,834,601 shares of series B preferred stock on a post-split basis, at a post-split purchase price per share of $0.93, for total proceeds of $30.0 million.

Warrants

As of September 30, 2021 (unaudited), the following warrants were issued and outstanding:

Exercise

Price per

Issue Date

Underlying Security

Reason for Grant

Warrants Outstanding

Share

Expiration

March 12, 2021

Common Stock

Services

285,714

3.50

March 12, 2026

March 15, 2021

Common Stock

Services

571,428

3.50

March 15, 2026

The fair value of the common stock warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of the issuance date:


Risk – free interest rate	0.84 – 0.85	%
Expected term (in years)	5.00
Expected dividend yield	0	%
Expected volatility	38.02 – 38.14	%

- Definition

+ References

+ Details

STOCK-BASED COMPENSATION EXPENSE

9 Months Ended

Sep. 30, 2021

STOCK-BASED COMPENSATION EXPENSE

STOCK-BASED COMPENSATION EXPENSE

5. STOCK-BASED COMPENSATION EXPENSE

Stock Option Plan

The Company adopted the 2016 Stock Plan in October 2016 (the “Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant.

As of September 30, 2021 (unaudited), December 31, 2020 and 2019, the Company’s board of directors had authorized 33,959,633 shares to be reserved for options grants under the 2016 Plan. The Company had 18,081,476, 7,314,116, 6,523,460 and 7,609,913 shares available for issuance as of September 30, 2021 (unaudited), September 30, 2020 (unaudited) and December 31, 2020 and December 31, 2019 respectively.

Stock Option Valuation

The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions.

The Company calculates the fair value of each option grant on the grant date using the following assumptions:

Expected Term — The Company uses the simplified method when calculating expected term due to insufficient historical exercise data.

Expected Volatility — As the Company’s shares are not actively traded, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.

Expected Dividend Yield — The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future.

Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Risk-free interest rate	0.55 – 1.09	%	0.29 – 1.63	%	0.29 – 1.63	%	1.64 – 2.63	%
Expected term (in years)	5.47 – 6.07		5.82 – 6.05		5.66 – 6.28		5.71 – 6.28
Expected dividend yield.	0	%	0	%	0	%	0	%
Expected volatility	36.88 – 51.52	%	31.29 – 36.38	%	31.29 – 36.85	%	31.00 – 31.50	%

The following table presents the impact of stock-based compensation expense on the Statements of Operations for the nine months ended periods ending September 30, 2021 and 2020 (unaudited), and the years ending December 31, 2020 and 2019 respectively (in thousands):


	Nine Months Ended				Years Ended
	September 30,				December 31,
	2021		2020		2020		2019

	(unaudited)
Research and development	$	1,126	$	614	$	743	$	585
General, and administrative		695		57		99		41
Total stock-based compensation expense	$	1,821	$	671	$	842	$	626

Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million, $0.1 million, $0.1 million and $0.1 million during the nine months ended September 30, 2021 and 2020 (unaudited), and the years ended December 31, 2020 and 2019, respectively. The unrecognized compensation cost of stock options as of September 30, 2021 and 2020 (unaudited), December 31, 2020 and 2019 was $6.7 million, $2.2 million, $3.3 million and $2.2 million, which is expected to be recognized over the weighted average remaining service period of 2.4, 2.3, 2.5 and 2.4 years respectively.

Option Activity

Changes in stock options are as follows:


				Weighted
		Weighted		Average	Aggregate
	Number of	Average		Remaining	Intrinsic
	Options	Exercise Price		Contractual	Value
	Outstanding	Per Share		Term (years)	(in thousands)
Outstanding at December 31, 2018	8,268,978	$	0.15	9.04	$	4,118
Granted.	2,214,000		0.38
Exercised	1,834,756		0.19			1,290
Cancelled	873,781		0.17
Outstanding at December 31, 2019	7,774,441	$	0.20	8.29	$	9,469
Granted.	2,275,328		0.85
Exercised	648,376		0.22			1,226
Cancelled	880,670		0.29
Outstanding at December 31, 2020	8,520,723	$	0.37	7.68	$	15,194
Granted.	1,056,750		2.34
Exercised	556,535		0.43			5,079
Cancelled	465,116		0.64
Outstanding at September 30, 2021.	8,555,822	$	0.59	7.15	$	208,320
Vested and exercisable as of September 30, 2021.	5,614,819	$	0.27	6.32	$	138,515

The weighted-average grant date fair value of stock options issued for the quarter ended September 30, 2020 (unaudited), and the years ended December 31, 2020 and 2019 were $1.27, $1.26 and $0.78, respectively, there were no stock options issued in the quarter

ended September 30, 2021. There were 122,827 and 133,708 stock options exercised during the quarter ended September 30, 2021, and 2020 and the total intrinsic value of stock options exercised was $3.00 million and $0.02 million, $1.2 million and $1.3 million for the quarter ended September 30, 2021 and 2020 (unaudited), and the years ended December 31, 2020 and 2019, respectively. The fair value of awards vested in the nine months ended September 30, 2021 and 2020 (unaudited), and the years ended December 31, 2020 and 2019 was $1.4 million and $0.75 million, $1.0 million and $0.6 million, respectively.

Restricted Stock Units

During the period ended September 30, 2021, the Company granted RSUs to its employees. The RSUs are subject to performance and service-based vesting conditions satisfied over four years with one-fourth of the award vesting after the first-year anniversary and one-forty eighth of the award vesting monthly thereafter. The related stock-based compensation is recognized based on a graded attribution method. For the period ended September 30, 2021, the Company did not recognize stock-based compensation associated with such RSUs as the performance condition had not been satisfied as of September 30, 2021.

A summary of the Company’s RSU activities and related information is as follows:


	RSUs Outstanding
		Weighted Average
	(unaudited)	Grant date Fair
	Number of RSUs	Value Per Share
	(in thousands)
Balance as of March 31, 2021	—		—
RSUs granted	2,842	$	24.94
RSUs vested	—		—
RSUs forfeited	—		—
Balance as of September 30, 2021.	2,842	$	24.94

As of September 30, 2021, there was $70.9 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees.

Performance Awards

In July 2021, our Board of Directors granted 15.0 million performance awards to our employees, which upon vesting will generally be paid in shares of our common stock.

The Company noted that the PRSUs granted had the following market and performance conditions as set forth below:

The PRSUs are split into six different tranches based on certain market capitalization targets using the volume-weighted average price (“VWAP”) calculated over a 90-calendar day period. The market capitalization targets for each tranche are as follows:

●

Tranche 1 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $8.5 billion2 (~$20.00 per share);

●

Tranche 2 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $14.9 billion (~$35.00 per share);

●

Tranche 3 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $21.3 billion (~$50.00 per share);

●

Tranche 4 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $27.6 billion (~$65.00 per share);

●

Tranche 5 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $34.0 billion (~$80.00 per share); and

●

Tranche 6 PSUs will vest once the market capitalization based on a 90-calendar day VWAP exceeds $42.5 billion (~$100.00 per share).

The market condition can only be met through market capitalization of Embark Technology derived by publicly traded prices of Embark Technology’s Class A Common Stock, therefore there is an implicit performance condition of Embark achieving a liquidity event and becoming a publicly traded company.

The PRSUs cannot vest prior to the first anniversary of the consummation of a business combination with a special purpose acquisition company (i.e., an implied service condition of one year). Whether any performance awards vest, and the amount that does vest, is also tied to the completion of service periods that range from 6.29 years to 9.62 years at inception and the achievement of our common stock trading at certain pre-determined prices. The weighted-average fair value of the performance awards granted was $5.87, calculated using the weighted-average fair market value for each award, using a Monte Carlo simulation. There was no share-based compensation expense recorded as of September 30, 2021, related to these performance awards due to the liquidity event not occurring as of September 30, 2021. There was approximately $79.5 million of unrecognized compensation cost related to these non-vested performance awards expected to be expensed over the weighted-average period of 9.62 years as of September 30, 2021.

RETIREMENT SAVINGS PLAN

9 Months Ended

Sep. 30, 2021

RETIREMENT SAVINGS PLAN

RETIREMENT SAVINGS PLAN

6. RETIREMENT SAVINGS PLAN

The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre- tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match for the nine months ended September 30, 2021 and 2020(unaudited), and the years ended December 31, 2020 and 2019.

- Definition

The entire disclosure for retirement benefits.

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+ Details

INCOME TAXES

9 Months Ended

Sep. 30, 2021

INCOME TAXES

INCOME TAXES

7. INCOME TAXES

Loss before provision for income taxes are $21.5 million and $15.3 million for the years ended December 31, 2020 and 2019, respectively. The Company did not incur any income tax provision for the years ended December 31, 2020 and 2019.

A reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows:


	Years Ended December 31,
	2020		2019
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	7.84	%	7.40	%
Non-deductible expenses and other	(0.16)	%	(1.04)	%
Share-based compensation	(0.95)	%	(1.01)	%
Research and development credits	0.79	%	1.07	%
Change in valuation allowance, net	(28.52)	%	(27.42)	%
Effective tax rate	—	%	—	%

For the years ended December 31, 2020 and 2019, the Company’s effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits and changes in the Company’s valuation allowance.


	Balance at
(in thousands)	beginning		Charges to				Balance at
Valuation Allowance	of period		expenses		Deductions		end of period
Year ended December 31, 2020	$	(7,278)	$	(6,147)	$	—	$	(13,425)
Year ended December 31, 2019		(3,096)		(4,182)		—		(7,278)

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows (in thousands):


	As of December 31,
	2020		2019
Deferred tax assets:
Net operating loss	$	12,798	$	6,961
Stock based compensation		—		—
Other accruals		77		73
Credit carryforwards		1,426		796
Total deferred tax assets		14,301		7,830
Valuation Allowance		(13,425)		(7,278)
Total deferred tax assets after valuation allowance	$	876	$	552
Deferred tax liability
Fixed Assets and liability		(876)		(552)
Net deferred tax assets	$	—	$	—

Due to its history of operating losses, the Company has not recorded any income tax expense for the years ended December 31, 2020 and 2019.

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. The valuation allowance as of December 31, 2019 was $7.3 million, which increased to $13.4 million for the year ended December 31, 2020. The increase in the valuation allowance is primarily due to current year losses and research credits.

As of December 31, 2020 and 2019, the Company has U.S. federal net operating loss carryforwards of $45.8 million and $25.1 million respectively, and state net operating loss carryforward of $47.2 million and $25.6 million respectively, which begin to expire in 2036 for federal and state purposes. Approximately $41.8 million of the federal net operating losses included above can be carried forward indefinitely. As of December 31, 2020 and 2019, the Company has U.S. federal research credit carryforwards of $1.2 million and $0.6 million respectively, and state research credit carryforwards of $1.5 million and $0.9 million respectively. The federal tax credit carryforwards will begin to expire in 2037, if not utilized. The state credit carryforwards do not expire.

The Company has not performed a Section 382 study to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (NOLs or credits) were impaired. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize NOL or other tax attributes, such as research tax credits, in any taxable year, may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws.

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands):


	As of December 31,
	2020		2019
Unrecognized tax benefits, beginning of year	$	614	$	225
Increases related to prior year tax provisions		—		—
Increase related to current year tax provisions		414		389
Unrecognized tax benefits, end of year	$	1,028	$	614

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2020, there was no accrued interest or penalties related to uncertain tax positions. None of the unrecognized tax benefits would impact the effective tax rate if realized. The Company does not expect the unrecognized tax benefits to significantly change in the next twelve months.

The Company reports income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

The Company files income tax returns in the U.S. and various state jurisdictions. The U.S. and state jurisdictions have statutes of limitations that generally range from three to five years. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns are subject to examination for federal and state purposes since inception. The Company is not currently under examination for federal or state income tax purposes.

In March 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. As of December 31, 2020, the Company expects that these provisions will not have a material impact as the Company has no net operating losses or AMT credits that would fall under these provisions.

The Company reported losses for the nine month periods ended September 30, 2021 and 2020 and maintained a full valuation allowance for the quarter ending September 30, 2021. Accordingly the Company did not record income tax expense. The Company’s tax loss carryforwards generated during the nine month periods ended September 30, 2021 and 2020 would differ from its reported financial statement losses for permanently nondeductible items such as stock-based compensation and other permanent items. In addition the Company generated additional federal and state research credits during the quarters.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

CONVERTIBLE DEBT AND NOTES PAYABLE

9 Months Ended

Sep. 30, 2021

CONVERTIBLE DEBT AND NOTES PAYABLE

CONVERTIBLE DEBT AND NOTES PAYABLE

8. CONVERTIBLE DEBT AND NOTES PAYABLE

On April 16, 2021, the Company entered into a $25 million note payable that the Company utilizes for operations and research and development. The note has an interest rate of 10%, with the unpaid principal and accrued interest being due on April 16, 2022. The note does not contain voluntary prepayment clause unless consented by the note holder, as defined in the agreement. The Company recorded $8.1 million of debt issuance cost related to embedded derivatives on April 16, 2021 and accreted $3.7 million during the period related to interest expense. As of September 30, 2021, the outstanding note balance, including truck financing, amounted to $20.5 million.

On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum, with a maturity date of March 5th, 2023, February 14, 2024, and June 12, 2024, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

The Company entered into financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.5% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

Notes payable as of September 30, 2021 (unaudited), December 31, 2020 and 2019, is $0.8 million, $0.8 million, and $1.0 million, respectively.

The following table presents future payments of principal as of September 30, 2021 (unaudited) (in thousands):


Fiscal year
Remaining three months of 2021	$	70
2022		25,282
2023		237
2024		113
2025 and thereafter		128
Total future payments	$	25,830

The following table presents future payments of principal as of December 31, 2020 (in thousands):


Fiscal year
2021	$	246
2022		246
2023		202
2024 and thereafter		64
Total future payments	$	758

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

DERIVATIVE LIABILITY

9 Months Ended

Sep. 30, 2021

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY

9. DERIVATIVE LIABILITY

Feature 1: Automatic conversion into shares of the Company’s next equity financings upon qualified financing adjusted for the discount rate.

Feature 2: Automatic conversion upon IPO or merger with a Special Purpose Acquisition Company (“SPAC”) into the shares of the Company’s common stock.

Feature 3: Optional redemption upon a change of control.


	September 30, 2021
	(unaudited)
Term in years	0.08 – 0.54
Risk premium	56.89	%
Option adjusted spread	6.54	%
Risk free rate	0.05% – 0.07	%


	September 30, 2021
	(unaudited)
Fair value of instrument	$	35,010
Fair value of straight debt component		21,064
Fair value of embedded unit		13,946

The following table provides a roll-forward of the fair values of the Company’s derivative liability for the period ended September 30, 2021 (in thousands):


	September 30, 2021
	(unaudited)
Balance – December 31, 2020	$	—
Add: Derivative liability on date of issuance of convertible note		8,163
Change in fair market value of derivative liability		5,783
Balance – September 30, 2021		13,946

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Lease Agreement

Total future minimum lease payments over the term of the lease as of September 30, 2021 (unaudited), are as follows (in thousands):


	Lease Payments
Remaining three months of 2021	$	275
2022		875
2023		901
2024		928
Total	$	2,979

Total future minimum lease payments over the term of the lease as of December 31, 2020, are as follows (in thousands):


Years Ended December 31,	Lease Payments
2021	$	1,205
2022		875
2023		901
2024		928
Total	$	3,909

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2021

NET LOSS PER SHARE

NET LOSS PER SHARE

11. NET LOSS PER SHARE


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Numerator:
Net loss	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Net loss attributable to ordinary shareholders	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Denominator:
Weighted-average ordinary shares outstanding		47,677,440		46,603,282		46,743,539		45,800,696
Net loss per share attributable to common stockholders, basic and diluted	$	(1.00)	$	(0.32)	$	(0.46)	$	(0.33)

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive.


	September 30,		December 31,
	2021	2020	2020	2019

	(unaudited)
Founders Preferred shares	162,558	162,558	162,558	162,558
Series A-1 convertible preferred shares	3,654,873	3,654,873	3,654,873	3,654,873
Series A-2 convertible preferred shares	5,372,703	5,372,703	5,372,703	5,372,703
Series A-3 convertible preferred shares	2,485,296	2,485,296	2,485,296	2,485,296
Series A-4 convertible preferred shares	590,688	590,688	590,688	590,688
Series A-5 convertible preferred shares	2,680,236	2,680,236	2,680,236	2,680,236
Series A-6 convertible preferred shares	3,647,817	3,647,817	3,647,817	3,647,817
Series A-7 convertible preferred shares	15,139,917	15,139,917	15,139,917	15,139,917
Series B convertible preferred shares	32,834,601	32,834,601	32,834,601	32,834,601
Series C convertible preferred shares	20,949,454	20,949,454	20,949,454	20,949,454
Options issued and outstanding	11,397,560	8,129,294	8,520,723	7,774,441
Warrants issued and outstanding	857,142	—	—	—
Total	99,772,845	95,647,437	96,038,866	95,292,584

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS

For the annual financial statements, subsequent events were evaluated from the balance sheet date of December 31, 2020 through the annual audited financial statements’ original issuance date of July 2, 2021.

In April 2021, the Company issued a convertible promissory note (the “convertible note”) for $25.0 million in principal. The convertible note bears interest at a rate of 10% per year and matures one year from the date of issuance. The convertible note will automatically convert to the Company’s common stock upon the occurrence of a “Qualified Financing” or the occurrence of a “Public Event”. A Qualified Financing consists of a sale of the Company’s equity securities for gross proceeds of at least $10.0 million. A Public Event is the closing of a merger or consolidation of the Company with a special purpose acquisition company or its subsidiary, or the first closing of the sale of shares of the Company’s common stock to the public in an initial public offering.

In May 2021, the Company entered into an agreement to lease office space in San Francisco, CA. The initial lease term is seven years from the commencement date of the lease as defined in the lease agreement. The lease commencement date is expected to be in January 2022. Total minimum lease payments under the lease agreement is $26.3 million. Base rent is payable monthly and escalates at the end of each lease year. The Company has an option to extend the term of the lease for a period of five years following the initial lease term at the then fair market value as of the commencement of the applicable option term. The lease will be accounted for as an operating lease under ASC 840.

In June 2021, the Company granted 2.8 million restricted stock units (“RSUs”) with a fair value of $24.94 per share. The RSUs will vest over a period of four years and contain a Liquidity Event Requirement that will be satisfied on the effective date of a Public Offering prior to December 31, 2021.

In June 2021, the Company approved a program that will grant 13.5 million shares of performance-based RSUs (“Founder Grants”) with a fair value of $80.5 million. The Founder Grants will contain a performance condition and six market conditions (each, a “market tranche”). The performance condition requires that the Company becomes a registered public company, and the market conditions require that the Company achieves certain valuation multiples as a registered public company. The six market tranches which will vest upon meeting both the performance condition as well as a market tranche condition. Stock based compensation expense related to the Founder Grants will be recognized over the derived service period of each market tranche.

On June 22, 2021, the Company entered into the Merger Agreement with Northern Genesis Acquisition Corp. II (“NGA”) and NG Merger Sub, Inc., which will result in NGA acquiring 100% of the Company’s issued and outstanding equity securities. The board of directors of both NGA and the Company have approved the proposed merger transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2021, is subject to approval of NGA stockholders and the satisfaction or waiver of certain other customary closing conditions. There is no assurance that the transaction will be consummated. The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In addition, in connection with the proposed merger, NGA has entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 20,000,000 shares of its common stock in a financing that will result in net proceeds of $200.0 million upon the closing of the financing. The closing of the proposed merger is a precondition to the financing.

SUBSEQUENT EVENTS (UNAUDITED)

9 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS (UNAUDITED)

SUBSEQUENT EVENTS (UNAUDITED)

NOTE 13. SUBSEQUENT EVENTS (UNAUDITED)

For the interim financial statements relating to the nine months ended September 30, 2021, subsequent events were evaluated through November 17, 2021, the date on which the unaudited interim financial statements were issued.

On August 25, 2021 and August 27, 2021, Embark entered into a commitment letters (collectively, the “Commitment Letters”) with certain investors (collectively, the “Investors”) pursuant to which such Investors each provided a commitment to invest, upon Embark’s election, up to $5 million in Embark in the form of Series C Preferred Stock of Embark in the event that the Merger Agreement is terminated and the Business Combination is not consummated. As the Business Combination is consummated, each of the Investor’s obligations under the applicable Commitment Letter is terminated.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Investments

There were no other-than-temporary impairments as of September 30, 2021 (unaudited), December 31,2020 and 2019.

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Convertible Notes and Derivatives

Property, Equipment and Software


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

Leases

Impairment of Long-Lived Assets

Deferred Transaction Costs

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Net Loss Per Share

Comprehensive Income (Loss)

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash and cash equivalents and restricted cash and cash equivalents

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Cash and cash equivalents	$	47,886	$	11,055	$	9,858
Restricted cash, short-term		65		65		65
Restricted cash, long-term		340		340		405
Cash, cash equivalents and restricted cash	$	49,291	$	11,460	$	10,328

Schedule of carrying value and fair value of financial instruments

The carrying value and fair value of the Company’s financial instruments as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively, are as follows:


	As of September 30, 2021
	(in thousands)
	Level 1		Level 2	Level 3	Total

	(unaudited)
Assets
Cash equivalents:
United States money market funds	$	26,318	—	—	$	26,318
Short-term investments
United States treasury securities		—	5,005	—		5,005
Long-term investments
United States treasury securities	$	—	—	—	$	—
Liabilities
Derivative liability	$	—	—	13,946	$	13,946


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586	—	—	$	7,586
Marketable securities
United States treasury securities		—	53,553	—		53,553
Long-term investments
United States treasury securities	$	—	—	—	$	—


	As of December 31, 2019
	(in thousands)
	Level 1		Level 2	Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,160	—	—	$	7,160
Short-term investments
United States treasury securities		—	68,322	—		68,322
Marketable securities
United States treasury securities	$	—	7,311	—	$	7,311

Schedule of property equipment and software useful life


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Developed software		2 – 4 years

BALANCE SHEET COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2021

BALANCE SHEET COMPONENTS

Schedule of marketable securities

Marketable securities as of September 30, 2021 (unaudited), December 31, 2020 and 2019, consist of the following (in thousands):


	Cost or		Unrealized		Fair
As of September 30, 2021 (unaudited)	Amortized Cost		Gains		Value
U.S government securities	$	5,005	$	0	$	5,005
	$	5,005	$	0	$	5,005


	Cost or		Unrealized		Fair
As of December 31, 2020	Amortized Cost		Gains		Value
U.S government securities	$	53,508	$	45	$	53,553
	$	53,508	$	45	$	53,553


	Cost or		Unrealized		Fair
As of December 31, 2019	Amortized Cost		Gains		Value
U.S government securities	$	68,266	$	56	$	68,322
	$	68,266	$	56	$	68,322

Schedule of long term investments

The Company did not have long-term investments as of September 30, 2021 (unaudited) and December 31, 2020. Long-term investments as of December 31, 2019, consist of the following (in thousands):


	Cost or		Unrealized		Fair
As of December 31, 2019	Amortized Cost		Gains		Value
U.S government securities	$	7,298	$	13	$	7,311
	$	7,298	$	13	$	7,311

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	As of September 30,		As of December 31,
	2021		2020		2019
	(unaudited)
Prepaid Insurance	$	211	$	138	$	186
Accrued interest and dividends		26		201		328
Prepaid Software		876		279		33
Prepaid Hardware		53		—		—
Income tax receivable		494		494		497
Short-term deposits		423		55		783
Deferred transaction costs		4,102		—		—
Other prepaid expenses		512		176		135
Other current assets		36		24		23
Total prepaid expenses and other current assets	$	6,733	$	1,367	$	1,985

Schedule of property and equipment

Property, equipment and software consist of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


			As of
	As of September 30,		December 31,
	2021		2020		2019
	(unaudited)
Machinery and equipment	$	340	$	207	$	108
Electronic equipment		331		130		75
Vehicles and vehicle hardware		5,295		4,144		3,684
Leasehold improvements		119		119		119
Developed software		4,955		3,709		2,066
Other		27		0		0
Property, equipment and software, gross		11,067		8,309		6,052
Less: accumulated depreciation and amortization		(2,238)		(1,783)		(960)
Total property, equipment and software, net	$	8,529	$	6,526	$	5,092

Schedule of other assets

Other assets consist of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	September 30,		December 31,		December 31,
	2021		2020		2019
	(unaudited)
Intangibles Assets	$	3	$	3	$	—
Long-term deposits		3,304		75		75
Total Other Assets	$	3,307	$	78	$	75

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of September 30, 2021 (unaudited), December 31, 2020 and 2019, respectively (in thousands):


	September 30,		December 31,
	2021		2020		2019
	(unaudited)
Accrued Credit Card Liability		276		157		—
Accrued payroll expenses		1,111		259		—
Accrued general expenses		116		367		150
Accrued legal expenses		2,700		—		—
Accrued software expenses		1,505		—		—
Accrued consultant expenses		593		—		—
Short-term deferred rent		(17)		51		121
Early Exercise Liability		81		11		118
Income Tax Payable		47		47		47
Other		2		—		—
Total accrued expenses and other current liabilities	$	6,414	$	892	$	436

STOCKHOLDERS EQUITY (Tables)

9 Months Ended

Sep. 30, 2021

Class of Stock [Line Items]

Schedule of Preferred and Founders Preferred Stock

The following table is a summary of the preferred stock and founders preferred stock as of September 30, 2021 (unaudited), December 31, 2020 and 2019 (in thousands, except for share data):


								Per Share
		Shares Issued			Issue Price			Liquidation
	Shares Authorized	and Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock	1,124,856	162,558	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	3,654,873	3,654,873		375		0.10			0.10
Series A-2 Preferred Stock	5,372,703	5,372,703		735		0.14			0.14
Series A-3 Preferred Stock	2,485,296	2,485,296		425		0.17			0.17
Series A-4 Preferred Stock	590,688	590,688		100		0.17			0.17
Series A-5 Preferred Stock	2,680,236	2,680,236		550		0.21			0.21
Series A-6 Preferred Stock	3,647,817	3,647,817		2,390		0.66			0.66
Series A-7 Preferred Stock	15,139,917	15,139,917		12,399		0.82			0.82
Series B Preferred Stock	32,834,601	32,834,601		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	20,949,454	20,949,454		70,001		3.34	⁽¹⁾		3.50
Total	88,480,441	87,518,143	$	116,975

(1)	As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was

Schedule of warrants issued and outstanding

Exercise

Price per

Issue Date

Underlying Security

Reason for Grant

Warrants Outstanding

Share

Expiration

March 12, 2021

Common Stock

Services

285,714

3.50

March 12, 2026

March 15, 2021

Common Stock

Services

571,428

3.50

March 15, 2026

Schedule of fair value of the common stock warrants valuation assumptions


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Risk-free interest rate	0.55 – 1.09	%	0.29 – 1.63	%	0.29 – 1.63	%	1.64 – 2.63	%
Expected term (in years)	5.47 – 6.07		5.82 – 6.05		5.66 – 6.28		5.71 – 6.28
Expected dividend yield.	0	%	0	%	0	%	0	%
Expected volatility	36.88 – 51.52	%	31.29 – 36.38	%	31.29 – 36.85	%	31.00 – 31.50	%

Warrant [Member]

Class of Stock [Line Items]

Schedule of fair value of the common stock warrants valuation assumptions


Risk – free interest rate	0.84 – 0.85	%
Expected term (in years)	5.00
Expected dividend yield	0	%
Expected volatility	38.02 – 38.14	%

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

STOCK-BASED COMPENSATION EXPENSE (Tables)

9 Months Ended

Sep. 30, 2021

STOCK-BASED COMPENSATION EXPENSE

Schedule of fair value of the common stock warrants valuation assumptions


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Risk-free interest rate	0.55 – 1.09	%	0.29 – 1.63	%	0.29 – 1.63	%	1.64 – 2.63	%
Expected term (in years)	5.47 – 6.07		5.82 – 6.05		5.66 – 6.28		5.71 – 6.28
Expected dividend yield.	0	%	0	%	0	%	0	%
Expected volatility	36.88 – 51.52	%	31.29 – 36.38	%	31.29 – 36.85	%	31.00 – 31.50	%

Schedule of stock-based compensation expense


	Nine Months Ended				Years Ended
	September 30,				December 31,
	2021		2020		2020		2019

	(unaudited)
Research and development	$	1,126	$	614	$	743	$	585
General, and administrative		695		57		99		41
Total stock-based compensation expense	$	1,821	$	671	$	842	$	626

Schedule of changes in stock options


				Weighted
		Weighted		Average	Aggregate
	Number of	Average		Remaining	Intrinsic
	Options	Exercise Price		Contractual	Value
	Outstanding	Per Share		Term (years)	(in thousands)
Outstanding at December 31, 2018	8,268,978	$	0.15	9.04	$	4,118
Granted.	2,214,000		0.38
Exercised	1,834,756		0.19			1,290
Cancelled	873,781		0.17
Outstanding at December 31, 2019	7,774,441	$	0.20	8.29	$	9,469
Granted.	2,275,328		0.85
Exercised	648,376		0.22			1,226
Cancelled	880,670		0.29
Outstanding at December 31, 2020	8,520,723	$	0.37	7.68	$	15,194
Granted.	1,056,750		2.34
Exercised	556,535		0.43			5,079
Cancelled	465,116		0.64
Outstanding at September 30, 2021.	8,555,822	$	0.59	7.15	$	208,320
Vested and exercisable as of September 30, 2021.	5,614,819	$	0.27	6.32	$	138,515

Schedule of RSU activities


	RSUs Outstanding
		Weighted Average
	(unaudited)	Grant date Fair
	Number of RSUs	Value Per Share
	(in thousands)
Balance as of March 31, 2021	—		—
RSUs granted	2,842	$	24.94
RSUs vested	—		—
RSUs forfeited	—		—
Balance as of September 30, 2021.	2,842	$	24.94

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2021

INCOME TAXES

Schedule of reconciliation of the federal statutory rate o effective tax rate


	Years Ended December 31,
	2020		2019
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	7.84	%	7.40	%
Non-deductible expenses and other	(0.16)	%	(1.04)	%
Share-based compensation	(0.95)	%	(1.01)	%
Research and development credits	0.79	%	1.07	%
Change in valuation allowance, net	(28.52)	%	(27.42)	%
Effective tax rate	—	%	—	%

Schedule of changes in valuation allowance


	Balance at
(in thousands)	beginning		Charges to				Balance at
Valuation Allowance	of period		expenses		Deductions		end of period
Year ended December 31, 2020	$	(7,278)	$	(6,147)	$	—	$	(13,425)
Year ended December 31, 2019		(3,096)		(4,182)		—		(7,278)

Summary of tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows (in thousands):


	As of December 31,
	2020		2019
Deferred tax assets:
Net operating loss	$	12,798	$	6,961
Stock based compensation		—		—
Other accruals		77		73
Credit carryforwards		1,426		796
Total deferred tax assets		14,301		7,830
Valuation Allowance		(13,425)		(7,278)
Total deferred tax assets after valuation allowance	$	876	$	552
Deferred tax liability
Fixed Assets and liability		(876)		(552)
Net deferred tax assets	$	—	$	—

Summary of changes in the gross amount of unrecognized tax benefits

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands):


	As of December 31,
	2020		2019
Unrecognized tax benefits, beginning of year	$	614	$	225
Increases related to prior year tax provisions		—		—
Increase related to current year tax provisions		414		389
Unrecognized tax benefits, end of year	$	1,028	$	614

CONVERTIBLE DEBT AND NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2021

CONVERTIBLE DEBT AND NOTES PAYABLE

Schedule of future payments of principal

Notes payable as of September 30, 2021 (unaudited), December 31, 2020 and 2019, is $0.8 million, $0.8 million, and $1.0 million, respectively.

The following table presents future payments of principal as of September 30, 2021 (unaudited) (in thousands):


Fiscal year
Remaining three months of 2021	$	70
2022		25,282
2023		237
2024		113
2025 and thereafter		128
Total future payments	$	25,830

The following table presents future payments of principal as of December 31, 2020 (in thousands):


Fiscal year
2021	$	246
2022		246
2023		202
2024 and thereafter		64
Total future payments	$	758

DERIVATIVE LIABILITY (Tables)

9 Months Ended

Sep. 30, 2021

DERIVATIVE LIABILITY

Schedule of inputs and assumptions used in the valuation of the fair value of the debt component


	September 30, 2021
	(unaudited)
Term in years	0.08 – 0.54
Risk premium	56.89	%
Option adjusted spread	6.54	%
Risk free rate	0.05% – 0.07	%

Schedule of fair value of the different components using to determine the fair value of the derivative liabilities


	September 30, 2021
	(unaudited)
Fair value of instrument	$	35,010
Fair value of straight debt component		21,064
Fair value of embedded unit		13,946

Schedule of fair values of the derivative liability

The following table provides a roll-forward of the fair values of the Company’s derivative liability for the period ended September 30, 2021 (in thousands):


	September 30, 2021
	(unaudited)
Balance – December 31, 2020	$	—
Add: Derivative liability on date of issuance of convertible note		8,163
Change in fair market value of derivative liability		5,783
Balance – September 30, 2021		13,946

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum lease payments

Total future minimum lease payments over the term of the lease as of September 30, 2021 (unaudited), are as follows (in thousands):


	Lease Payments
Remaining three months of 2021	$	275
2022		875
2023		901
2024		928
Total	$	2,979

Total future minimum lease payments over the term of the lease as of December 31, 2020, are as follows (in thousands):


Years Ended December 31,	Lease Payments
2021	$	1,205
2022		875
2023		901
2024		928
Total	$	3,909

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2021

NET LOSS PER SHARE

Schedule of basic and diluted net loss per share attributable to common stockholders


	Nine Months Ended September 30,				Years Ended December 31,
	2021		2020		2020		2019

	(unaudited)
Numerator:
Net loss	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Net loss attributable to ordinary shareholders	$	(47,825)	$	(14,988)	$	(21,531)	$	(15,310)
Denominator:
Weighted-average ordinary shares outstanding		47,677,440		46,603,282		46,743,539		45,800,696
Net loss per share attributable to common stockholders, basic and diluted	$	(1.00)	$	(0.32)	$	(0.46)	$	(0.33)

Schedule of weighted-average outstanding common stock equivalents excluded from the computation of diluted net loss per share


	September 30,		December 31,
	2021	2020	2020	2019

	(unaudited)
Founders Preferred shares	162,558	162,558	162,558	162,558
Series A-1 convertible preferred shares	3,654,873	3,654,873	3,654,873	3,654,873
Series A-2 convertible preferred shares	5,372,703	5,372,703	5,372,703	5,372,703
Series A-3 convertible preferred shares	2,485,296	2,485,296	2,485,296	2,485,296
Series A-4 convertible preferred shares	590,688	590,688	590,688	590,688
Series A-5 convertible preferred shares	2,680,236	2,680,236	2,680,236	2,680,236
Series A-6 convertible preferred shares	3,647,817	3,647,817	3,647,817	3,647,817
Series A-7 convertible preferred shares	15,139,917	15,139,917	15,139,917	15,139,917
Series B convertible preferred shares	32,834,601	32,834,601	32,834,601	32,834,601
Series C convertible preferred shares	20,949,454	20,949,454	20,949,454	20,949,454
Options issued and outstanding	11,397,560	8,129,294	8,520,723	7,774,441
Warrants issued and outstanding	857,142	—	—	—
Total	99,772,845	95,647,437	96,038,866	95,292,584

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 22, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Net losses		$ (6,543)	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Accumulated deficit		(58,690)	(106,515)		(58,690)	(37,159)
Net cash used in operating activities			(32,858)	$ (12,304)	(19,130)	(14,211)
Cash and cash equivalents		11,055	47,886		11,055	9,858
Available-for-sale investments		$ 53,553	5,005		$ 53,553	$ 68,322
Net proceeds			244,000
Deferred underwriting fees			299,000
PIPE Investors [Member]
Proceeds from cash held			160,000
Initial Public Offering [Member]
Proceeds from cash held			414,000
Amount of redemption of class a common stock			$ 69,000
Maximum \| Northern Genesis Acquisition Corp. II \| Series C Preferred Stock
Business Combination Stock Issued	$ 5,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 47,886	$ 11,055	$ 9,858
Cash equivalents	26,300	7,600	7,200
Restricted cash	65	$ 65	$ 65
Reduction of face amount of letter of credit	$ 100

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents and restricted cash and cash equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 47,886	$ 11,055		$ 9,858
Restricted cash, short-term	65	65		65
Restricted cash, long-term	340	340		405
Cash, cash equivalents and restricted cash	$ 48,291	$ 11,460	$ 13,838	$ 10,328	$ 32,475

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying value and fair value of financial instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 13,946
United States money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	26,318	$ 7,586	$ 7,160
United States treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	5,005		68,322
Marketable securities		53,553	7,311
Level 1 \| United States money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	26,318	7,586	7,160
Level 2 \| United States treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	5,005		68,322
Marketable securities		$ 53,553	$ 7,311
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 13,946

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Software (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Deferred Transaction Costs	$ 4,102	$ 0
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Electronic equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Vehicles and vehicle hardware \| Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Vehicles and vehicle hardware \| Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of useful life or lease term
Developed software \| Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	4 years
Developed software \| Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	2 years

BALANCE SHEET COMPONENTS - Marketable Securities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Marketable Securities [Line Items]
Cost or Amortized Cost	$ 5,005	$ 53,508	$ 68,266
Unrealized Gains	0	45	56
Fair value	5,005	53,553	68,322
U.S government securities
Marketable Securities [Line Items]
Cost or Amortized Cost	5,005	53,508	68,266
Unrealized Gains	0	45	56
Fair value	$ 5,005	$ 53,553	68,322
Long-term Investments.
Marketable Securities [Line Items]
Cost or Amortized Cost			7,298
Unrealized Gains			13
Fair value			$ 7,311

BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
BALANCE SHEET COMPONENTS
Prepaid Insurance	$ 211	$ 138	$ 186
Accrued interest and dividends	26	201	328
Prepaid Software	876	279	33
Prepaid Hardware	53
Income tax receivable	494	494	497
Short-term deposits	423	55	783
Deferred transaction costs	4,102	0
Other prepaid expenses	512	176	135
Other current assets	36	24	23
Total prepaid expenses and other current assets	$ 6,733	$ 1,367	$ 1,985

BALANCE SHEET COMPONENTS - Property, Equipment and Software (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 11,067	$ 11,067		$ 8,309	$ 6,052
Less: accumulated depreciation and amortization	(2,238)	(2,238)		(1,783)	(960)
Total property, equipment and software, net	8,529	8,529		6,526	5,092
Depreciation and amortization expense	700	756	$ 560	822	615
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	340	340		207	108
Electronic equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	331	331		130	75
Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	5,295	5,295		4,144	3,684
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	119	119		119	119
Developed software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	4,955	4,955		3,709	2,066
Other
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 27	$ 27		$ 0	$ 0

BALANCE SHEET COMPONENTS - Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
BALANCE SHEET COMPONENTS
Intangibles Assets	$ 3	$ 3
Long-term deposits	3,304	75	$ 75
Total Other Assets	$ 3,307	$ 78	$ 75

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
BALANCE SHEET COMPONENTS
Accrued Credit Cart Liability	$ 276	$ 157
Accrued payroll expenses	1,111	259
Accrued general expenses	116	367	$ 150
Accrued legal expenses	2,700
Accrued software expenses	1,505
Accrued consultant expenses	593
Short-term deferred rent	(17)	51	121
Early Exercise Liability	81	11	118
Income Tax Payable	47	47	47
Other	2
Total accrued expenses and other current liabilities	$ 6,414	$ 892	$ 436

STOCKHOLDERS' EQUITY - Preferred and Founders Preferred Stock (Details)	1 Months Ended		9 Months Ended	12 Months Ended	33 Months Ended
	Jun. 30, 2018 shares	May 31, 2017 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2018 shares	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Aug. 31, 2019 $ / shares shares	May 31, 2018 $ / shares shares	Dec. 31, 2016 shares
Class of Stock [Line Items]
Total shares authorized			238,480,441		238,480,441	238,480,441
Common stock, shares authorized			150,000,000		150,000,000	150,000,000	150,000,000
Preferred stock shares authorized			87,355,585		87,355,585	87,355,585	87,355,585
Preferred stock shares issued	206,815,077		87,355,585		87,355,585	87,355,585	87,355,585
Preferred stock shares outstanding			87,355,585		87,355,585	87,355,585	87,355,585
Conversion ratio	9
Proceeds from issuance of convertible preferred stock \| $			$ 80,000,000.0		$ 116,975,000
Founder
Class of Stock [Line Items]
Preferred stock shares authorized			1,124,856		1,124,856	1,124,856	1,124,856
Preferred stock shares issued			162,558		162,558	162,558	162,558
Preferred stock shares outstanding			162,558		162,558	162,558	162,558
Common Stock
Class of Stock [Line Items]
Common stock, shares authorized			150,000,000		150,000,000	150,000,000
Preferred stock shares issued	138,600,000
Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			87,355,585		87,355,585	87,355,585
Preferred stock shares issued	6,406,131
Founders Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			1,124,856		1,124,856	1,124,856
Preferred stock shares issued	1,808,946		162,558		162,558					1,788,375
Preferred stock shares outstanding			162,558		162,558	162,558	162,558			200,995
Preferred stock price per share \| $ / shares			$ 0.00		$ 0.00
Preferred stock liquidation preference \| $ / shares			$ 0.00		$ 0.00
Series A-1 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			3,654,873		3,654,873
Preferred stock shares issued		33,571,530	3,654,873		3,654,873
Preferred stock shares outstanding			3,654,873		3,654,873
Preferred stock price per share \| $ / shares			$ 0.10		$ 0.10
Preferred stock liquidation preference \| $ / shares			$ 0.10		$ 0.10
Preferred stock issuance cost \| $		$ 4,600,000	$ 100,000
Proceeds from issuance of convertible preferred stock \| $					$ 375,000
Series A-2 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			5,372,703		5,372,703
Preferred stock shares issued			5,372,703		5,372,703
Preferred stock shares outstanding			5,372,703		5,372,703
Preferred stock price per share \| $ / shares			$ 0.14		$ 0.14
Preferred stock liquidation preference \| $ / shares			$ 0.14		$ 0.14
Proceeds from issuance of convertible preferred stock \| $					$ 735,000
Series A-3 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			2,485,296		2,485,296
Preferred stock shares issued			2,485,296		2,485,296
Preferred stock shares outstanding			2,485,296		2,485,296
Preferred stock price per share \| $ / shares			$ 0.17		$ 0.17
Preferred stock liquidation preference \| $ / shares			$ 0.17		$ 0.17
Proceeds from issuance of convertible preferred stock \| $					$ 425,000
Series A-4 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			590,688		590,688
Preferred stock shares issued			590,688		590,688
Preferred stock shares outstanding			590,688		590,688
Preferred stock price per share \| $ / shares			$ 0.17		$ 0.17
Preferred stock liquidation preference \| $ / shares			$ 0.17		$ 0.17
Proceeds from issuance of convertible preferred stock \| $					$ 100,000
Series A-5 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			2,680,236		2,680,236
Preferred stock shares issued			2,680,236		2,680,236
Preferred stock shares outstanding			2,680,236		2,680,236
Preferred stock price per share \| $ / shares			$ 0.21		$ 0.21
Preferred stock liquidation preference \| $ / shares			$ 0.21		$ 0.21
Proceeds from issuance of convertible preferred stock \| $					$ 550,000
Series A-6 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			3,647,817		3,647,817
Preferred stock shares issued			3,647,817		3,647,817
Preferred stock shares outstanding			3,647,817		3,647,817
Preferred stock price per share \| $ / shares			$ 0.66		$ 0.66
Preferred stock liquidation preference \| $ / shares			$ 0.66		$ 0.66
Proceeds from issuance of convertible preferred stock \| $					$ 2,390,000
Series A-7 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			15,139,917		15,139,917
Preferred stock shares issued			15,139,917		15,139,917
Preferred stock shares outstanding			15,139,917		15,139,917
Preferred stock price per share \| $ / shares			$ 0.82		$ 0.82
Preferred stock liquidation preference \| $ / shares			$ 0.82		$ 0.82
Proceeds from issuance of convertible preferred stock \| $					$ 12,399,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			32,834,601		32,834,601
Preferred stock shares issued			32,834,601	76,010	32,834,601				32,834,601
Increased number of shares outstanding				1,124,856
Preferred stock shares outstanding			32,834,601		32,834,601
Preferred stock price per share \| $ / shares			$ 0.91		$ 0.91				$ 0.93
Preferred stock liquidation preference \| $ / shares			$ 0.93		$ 0.93
Preferred stock issuance cost \| $			$ 100,000
Conversion ratio				0.111
Proceeds from issuance of convertible preferred stock \| $					$ 30,000,000
Series B Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued			700,000		700,000
Preferred stock price per share \| $ / shares			$ 0.91		$ 0.91
Preferred stock liquidation preference \| $ / shares			$ 0.93		$ 0.93
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized			20,949,454		20,949,454
Preferred stock shares issued			20,949,454		20,949,454		962,298	20,949,454
Preferred stock shares outstanding			20,949,454		20,949,454
Preferred stock price per share \| $ / shares			$ 3.34		$ 3.34			$ 3.50
Preferred stock liquidation preference \| $ / shares			$ 3.50		$ 3.50
Preferred stock issuance cost \| $			$ 100,000
Proceeds from issuance of convertible preferred stock \| $					$ 70,001,000
Series C Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued			1,000,000.0		1,000,000.0
Preferred stock price per share \| $ / shares			$ 3.34		$ 3.34
Preferred stock liquidation preference \| $ / shares			$ 3.50		$ 3.50

STOCKHOLDERS' EQUITY - Proceeds from Issuance of Convertible Preferred Stock (Details)	1 Months Ended	12 Months Ended
	Jun. 30, 2018 shares	Dec. 31, 2016 shares	Sep. 30, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Aug. 31, 2019 shares
Class of Stock [Line Items]
Common stock, shares authorized			150,000,000	150,000,000	150,000,000
Preferred stock shares issued	206,815,077		87,355,585	87,355,585	87,355,585
Preferred stock shares outstanding			87,355,585	87,355,585	87,355,585
Stock split conversion ratio	9
Founder
Class of Stock [Line Items]
Preferred stock shares issued			162,558	162,558	162,558
Preferred stock shares outstanding			162,558	162,558	162,558
Founders Preferred Stock
Class of Stock [Line Items]
Preferred stock shares issued	1,808,946	1,788,375	162,558
Repurchase of preferred Stock		582,400
Reverse Stock Spilt ratio		6.00%
Preferred stock shares outstanding		200,995	162,558	162,558	162,558
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock shares issued			20,949,454		962,298	20,949,454
Preferred stock shares outstanding			20,949,454
Series C Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued			1,000,000.0

STOCKHOLDERS' EQUITY - Preferred Stock (Details) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Aug. 31, 2019 USD ($) $ / shares shares	Jun. 30, 2018 $ / shares shares	May 31, 2018 USD ($) $ / shares shares	May 31, 2017 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2016 shares
Class of Stock [Line Items]
Preferred Stock, Shares Issued		206,815,077			87,355,585		87,355,585	87,355,585
Proceeds from issuance of preferred stock \| $					$ 69,922
Stock split conversion ratio		9
Preferred stock par value \| $ / shares		$ 0.00001			$ 0.00001		$ 0.00001	$ 0.00001
Series C Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued	20,949,454				962,298		20,949,454
Preferred stock price per share \| $ / shares	$ 3.50						$ 3.34
Proceeds from issuance of preferred stock \| $	$ 70,000
Founders Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued		1,808,946					162,558		1,788,375
Preferred stock price per share \| $ / shares							$ 0.00
Common Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued		138,600,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued			32,834,601			76,010	32,834,601
Preferred stock price per share \| $ / shares			$ 0.93				$ 0.91
Proceeds from issuance of preferred stock \| $			$ 30,000
Stock split conversion ratio						0.111
Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued		6,406,131
Series A-1 Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued				33,571,530			3,654,873
Preferred stock price per share \| $ / shares							$ 0.10
Proceeds from issuance of preferred stock \| $				$ 17,000

STOCKHOLDERS EQUITY - Warrants (Details)	Sep. 30, 2021 USD ($) $ / shares
12-Mar-21
Class of Stock [Line Items]
Warrants Outstanding \| $	$ 285,714
Exercise Price \| $ / shares	$ 3.50
15-Mar-21
Class of Stock [Line Items]
Warrants Outstanding \| $	$ 571,428
Exercise Price \| $ / shares	$ 3.50

STOCKHOLDERS EQUITY - Common Stock Warrants (Details) - Warrant [Member] shares in Millions	9 Months Ended
	Sep. 30, 2021 shares
Class of Stock [Line Items]
Expected term (in years)	5 years
Expected dividend yield	0.00%
Fair value of the warrants granted	6.3
Weighted average remaining service period	3 years 3 months 25 days
Maximum
Class of Stock [Line Items]
Risk-free interest rate	0.85%
Expected term (in years)	4 years
Expected volatility	38.14%
Minimum
Class of Stock [Line Items]
Risk-free interest rate	0.84%
Expected term (in years)	3 years
Expected volatility	38.02%

STOCK-BASED COMPENSATION EXPENSE - Stock Option Plan (Details) - shares	1 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2018	Oct. 31, 2016	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted.			1,056,750	2,275,328	2,214,000
Stock option issuance			8,555,822	8,520,723	7,774,441		8,268,978
2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option issuance			18,081,476	6,523,460	7,609,913	7,314,116
2016 Stock Plan \| Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted.			33,959,633	33,959,633	33,959,633
Common Stock \| 2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reverse stock splits	8,941,878	993,542

STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details) - Stock options	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.55%	0.29%	0.29%	1.64%
Expected term (in years)	5 years 5 months 19 days	5 years 9 months 25 days	5 years 7 months 28 days	5 years 8 months 15 days
Expected volatility	36.88%	31.29%	31.29%	31.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.09%	1.63%	1.63%	2.63%
Expected term (in years)	6 years 25 days	6 years 18 days	6 years 3 months 10 days	6 years 3 months 10 days
Expected volatility	51.52%	36.38%	36.85%	31.50%

STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,821	$ 671	$ 842	$ 626
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,126	614	743	585
General, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	695	57	99	41
Internal developed software
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 200	$ 100	$ 100	$ 100

STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of shares
Outstanding at December 31, 2018			8,520,723	7,774,441	7,774,441	8,268,978
Granted.			1,056,750		2,275,328	2,214,000
Exercised			556,535		648,376	1,834,756
Cancelled			465,116		880,670	873,781
Outstanding at December 31, 2019	8,555,822		8,555,822		8,520,723	7,774,441	8,268,978
Vested and exercisable	5,614,819		5,614,819
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)			$ 0.37	$ 0.20	$ 0.20	$ 0.15
Granted (in dollars per share)			2.34		0.85	0.38
Exercised (in dollars per share)			0.43		0.22	0.19
Cancelled (in dollars per share)			0.64		0.29	0.17
Outstanding at the end (in dollars per share)	$ 0.59		0.59		$ 0.37	$ 0.20	$ 0.15
Vested and exercisable (in dollars per share)	$ 0.27		$ 0.27
Weighted Average Remaining Contractual Term
Outstanding (in years)			7 years 1 month 24 days		7 years 8 months 4 days	8 years 3 months 14 days	9 years 14 days
Vested and exercisable (in years)			6 years 3 months 25 days
Aggregate Intrinsic Value Outstanding at the beginning			$ 15,194	$ 9,469	$ 9,469	$ 4,118
Aggregate Intrinsic Value Outstanding at the beginning			5,079		1,226	1,290
Aggregate Intrinsic Value Outstanding at the end	$ 208,320		208,320		$ 15,194	$ 9,469	$ 4,118
Vested and exercisable	$ 138,515		138,515
Stock options
Weighted Average Remaining Contractual Term
Weighted-average grant date fair value of stock options	$ 1.27				$ 1.26	$ 0.78
Stock issued during period	$ 0
Intrinsic value of stock options exercised	$ 3,000	$ 20			$ 1,200	$ 1,300
Fair value of awards vested			$ 1,400	$ 750	$ 1,000	$ 600

STOCK-BASED COMPENSATION EXPENSE - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2021	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option issuance		8,555,822	8,555,822		8,520,723	7,774,441		8,268,978
RSUs forfeited			465,116		880,670	873,781
Balance as of September 30, 2021.		8,555,822	8,555,822		8,520,723	7,774,441		8,268,978
Unrecognized stock-based compensation expense			$ 6.7	$ 2.2	$ 3.3	$ 2.2
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option issuance		2,842,000	2,842,000				0
RSUs granted	2,800,000	2,842,000
Balance as of September 30, 2021.		2,842,000	2,842,000				0
Weighted-average grant date fair value of stock options		$ 24.94
Weighted Average Grant date Fair Value of Stock Options Beginning		0
Weighted Average Grant date Fair Value of Stock Options Ending		$ 24.94	$ 24.94
Unrecognized stock-based compensation expense			$ 70.9
Vesting after first-year anniversary \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			0.25%
Vesting monthly thereafter
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			0.02%

STOCK-BASED COMPENSATION EXPENSE - Performance Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended		12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance awards granted to employees (in shares)				1,056,750		2,275,328	2,214,000
Weighted average price			$ 0.59	$ 0.59		$ 0.37	$ 0.20	$ 0.15
Award requisite service period				2 years 4 months 24 days	2 years 3 months 18 days	2 years 6 months	2 years 4 months 24 days
Unrecognized compensation cost				$ 6,700	$ 2,200	$ 3,300	$ 2,200
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance awards granted to employees (in shares)	15,000,000.0
Vesting period		90 days
Weighted average price		$ 5.87
Award requisite service period			9 years 7 months 13 days
Unrecognized compensation cost			$ 79,500	$ 0
Performance Awards \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period		9 years 7 months 13 days
Performance Awards \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period		6 years 3 months 14 days
Performance Awards \| Vesting after first-year anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		90 days
Maximum amount of Volume weighted average price		$ 8,500,000
Weighted average price		$ 20.00
Performance Awards \| Vesting monthly thereafter
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum amount of Volume weighted average price		$ 14,900,000
Weighted average price		$ 35.00
Performance Awards \| Tranche 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		90 days
Maximum amount of Volume weighted average price		$ 21,300,000
Weighted average price		$ 50.00
Performance Awards \| Tranche 4
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		90 days
Maximum amount of Volume weighted average price		$ 27,600,000
Weighted average price		$ 65.00
Performance Awards \| Tranche 5
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		90 days
Maximum amount of Volume weighted average price		$ 34,000,000
Weighted average price		$ 80.00
Performance Awards \| Tranche 6
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		90 days
Maximum amount of Volume weighted average price		$ 42,500,000
Weighted average price		$ 100.00

INCOME TAXES - Effective Tax Rate (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
INCOME TAXES
Loss before income taxes	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
U.S. federal tax benefit at statutory rate			21.00%	21.00%
State income taxes, net of federal benefit			7.84%	7.40%
Non-deductible expenses and other			(0.16%)	(1.04%)
Share-based compensation			(0.95%)	(1.01%)
Research and development credits			0.79%	1.07%
Change in valuation allowance, net			(28.52%)	(27.42%)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 220
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-Section S99
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.7-04(8))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Changes in valuation allowance
Balance at beginning of period	$ (7,278)	$ (3,096)
Charges to Expenses	(6,147)	(4,182)
Balance at end of period	$ (13,425)	$ (7,278)

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss	$ 12,798	$ 6,961
Other accruals	77	73
Credit carryforwards.	1,426	796
Total deferred tax assets	14,301	7,830
Valuation Allowance	(13,425)	(7,278)	$ (3,096)
Deferred Tax Assets, Net of Valuation Allowance	876	552
Fixed Assets and liability	(876)	(552)
Federal
Deferred tax assets:
Net operating loss	41,800
Credit carryforwards.	1,200	600
Valuation Allowance	(45,800)
State
Deferred tax assets:
Net operating loss	47,200	25,600
Credit carryforwards.	$ 1,500	900
Valuation Allowance		$ (25,100)

INCOME TAXES - Reconciliation of Total Unrecognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of year	$ 614	$ 225
Increase related to current year tax provisions	414	389
Unrecognized tax benefits, end of year	1,028	$ 614
Accrued interest or penalties related to uncertain tax positions	$ 0

CONVERTIBLE DEBT AND NOTES PAYABLE - (Details) - USD ($) $ in Thousands	Apr. 16, 2021	Sep. 30, 2021	Apr. 30, 2021	Feb. 18, 2021	Jan. 05, 2021	Dec. 31, 2020	Dec. 31, 2019	May 23, 2019	Jan. 28, 2019	Feb. 19, 2018	Aug. 02, 2016
Debt Instrument [Line Items]
Outstanding note balance		$ 25,830				$ 758
Notes payable		800				$ 800	$ 1,000
Financing agreement to finance the purchase of trucks
Debt Instrument [Line Items]
Principal amount				$ 100	$ 100			$ 500	$ 400	$ 300	$ 100
Interest rate				6.99%	7.50%			8.25%	8.25%	8.25%	12.50%
Convertible promissory note
Debt Instrument [Line Items]
Principal amount	$ 25,000		$ 25,000
Interest rate	10.00%		10.00%
Debt issuance costs	$ 8,100
Interest expense	$ 3,700
Outstanding note balance		$ 20,500

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of September 30, 2021 (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Future payments of principal
Remaining three months of 2021	$ 70
2022	25,282	$ 246
2023	237	246
2024	113	202
2025	128
Total future payments	$ 25,830	$ 758

- Definition

+ References + Details

CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of December 31, 2020 (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Future payments of principal
2021	$ 25,282	$ 246
2022	237	246
2023	113	202
2024 and thereafter		64
Total future payments	$ 25,830	$ 758

- Definition

+ References + Details

DERIVATIVE LIABILITY - Inputs and Assumptions used in the Valuation of the Fair Value (Details)	Sep. 30, 2021
Term in years \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.08
Term in years \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.54
Risk premium
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	56.89
Option adjusted spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	6.54
Risk free rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.05
Risk free rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.07

DERIVATIVE LIABILITY - Fair Value of the Derivative Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
DERIVATIVE LIABILITY
Fair value of instrument	$ 35,010
Fair value of straight debt component	21,064
Fair value of embedded unit	$ 13,946	$ 0

DERIVATIVE LIABILITY - Roll-forward of Fair Values of the Derivative Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
DERIVATIVE LIABILITY
Beginning balance	$ 0
Add: Derivative liability on date of issuance of convertible note	8,163
Change in fair value of derivative liability	(5,783)
Ending balance	$ 13,946

DERIVATIVE LIABILITY - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of derivative liability	$ (5,783)
Other Income or Expense
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of derivative liability	$ 5,800

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
COMMITMENTS AND CONTINGENCIES
Lease rent expense	$ 400	$ 1,420	$ 1,400	$ 1,300

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Future minimum lease payments
Remaining three months of 2021	$ 275
Year 1	875	$ 1,205
Year 2	901	875
Year 3	928	901
Year 4		928
Total	$ 2,979	$ 3,909

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (6,543)	$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Net loss attributable to ordinary shareholders		$ (47,825)	$ (14,988)	$ (21,531)	$ (15,310)
Denominator:
Weighted-average ordinary shares outstanding, basic		47,667,440	46,603,282	46,743,539	45,800,696
Weighted-average ordinary shares outstanding, diluted		47,667,440	46,603,282	46,743,539	45,800,696
Net loss per share attributable to common stockholders, basic		$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)
Net loss per share attributable to common stockholders,diluted		$ (1.00)	$ (0.32)	$ (0.46)	$ (0.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 11
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-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 11
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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NET LOSS PER SHARE - Weighted-average outstanding (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	99,772,845	95,647,437	96,038,866	95,292,584
Founders Preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	162,558	162,558	162,558	162,558
Series A-1 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	3,654,873	3,654,873	3,654,873	3,654,873
Series A-2 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	5,372,703	5,372,703	5,372,703	5,372,703
Series A-3 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	2,485,296	2,485,296	2,485,296	2,485,296
Series A-4 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	590,688	590,688	590,688	590,688
Series A-5 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	2,680,236	2,680,236	2,680,236	2,680,236
Series A-6 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	3,647,817	3,647,817	3,647,817	3,647,817
Series A-7 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	15,139,917	15,139,917	15,139,917	15,139,917
Series B convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	32,834,601	32,834,601	32,834,601	32,834,601
Series C convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	20,949,454	20,949,454	20,949,454	20,949,454
Options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	11,397,560	8,129,294	8,520,723	7,774,441
Warrants issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	857,142

SUBSEQUENT EVENTS (Details) - Convertible promissory note - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2021	Apr. 16, 2021
Subsequent Event [Line Items]
Principal amount	$ 25.0	$ 25.0
Interest rate	10.00%	10.00%
Term of debt	1 year
Minimum proceeds from issuance of equity required for conversion of notes	$ 10.0

SUBSEQUENT EVENTS - Office space in San Francisco (Details) - USD ($) $ in Thousands	Sep. 30, 2021	May 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Minimum lease payments	$ 2,979		$ 3,909
Office space in San Francisco, CA.
Subsequent Event [Line Items]
Initial lease term		7 years
Minimum lease payments		$ 26,300
Option to extend the term		5 years

SUBSEQUENT EVENTS - Restricted stock units (Details) - Restricted stock units - $ / shares shares in Thousands	1 Months Ended	6 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Number of units awarded	2,800	2,842
Fair value per share	$ 24.94
Vesting period	4 years

SUBSEQUENT EVENTS - Performance-based RSUs (Details) - Performance-based RSUs shares in Millions, $ in Millions	1 Months Ended
	Jun. 30, 2021 USD ($) tranche shares
Subsequent Event [Line Items]
Number of units awarded \| shares	13.5
Fair value of shares awarded \| $	$ 80.5
Number of market tranches upon meeting the conditions for vesting \| tranche	6

SUBSEQUENT EVENTS - Merger Agreement (Details) - Merger Agreement - Northern Genesis Acquisition Corp. II $ in Millions	Jun. 22, 2021 USD ($) shares
Subsequent Event [Line Items]
Percentage of issued and outstanding equity securities to acquire	100.00%
Number of common stock issued \| shares	20,000,000
Net proceeds from financing \| $	$ 200.0

SUBSEQUENT EVENTS (UNAUDITED) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Aug. 27, 2021	Aug. 25, 2021
Subsequent Event [Line Items]
Maximum commitment from investors in the form of preferred stock, if the merger agreement terminated		$ 5	$ 5
Net proceeds	$ 244
Deferred Underwriting Fees	299
PIPE Investors [Member]
Subsequent Event [Line Items]
Proceeds From Cash Contribution	160
Initial Public Offering [Member]
Subsequent Event [Line Items]
Proceeds From Cash Contribution	414
Redemption Of Northern Genesis’s Class A common stock	$ 69