425 1 d162777d425.htm 425 425

Filed by The Lion Electric Company

pursuant to Rule 425 of the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934, as amended

Subject Company:

Northern Genesis Acquisition Corp.

Commission File No. 001-39451

The following communication was made available by Northern Genesis Acquisition Corporation to its stockholders on April 7, 2021:

 

 

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Important Message to NGA Stockholders

April 7, 2021

Dear NGA Stockholder:

On November 30, 2020, Northern Genesis Acquisition Corporation (“NGA”) entered into a Business Combination Agreement and Plan of Reorganization pursuant to which it will merge with and into a wholly-owned subsidiary of The Lion Electric Company (“Lion”) (the “Business Combination”). Upon closing, Lion’s common shares are expected to be listed on the New York Stock Exchange and on the Toronto Stock Exchange under the new ticker symbol, “LEV” and its warrants are expected to be listed on the New York Stock Exchange under the new ticker symbol “LEV WS” and on the Toronto Stock Exchange under the new ticker symbol “LEV.WT”, respectively.

NGA has called a Special Meeting of its Stockholders (the “Special Meeting”) to approve the Business Combination and other related proposals.

 

 

Vote FOR NGA to consummate a transaction with a company that will expand its position as a North American leader in the commercial vehicle electrification market.

 

 

Vote FOR this transaction today.

AS OF TODAY, WE HAVE NOT RECEIVED YOUR VOTE!

 

   

Special Meeting Date: April 23, 2021.

 

   

Your Vote is Important: Whether or not you attend the Special Meeting, we urge you to submit your vote once you have reviewed the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Lion (File No. 333-251847) (the “Registration Statement”), which includes a definitive proxy statement/prospectus in connection with the Special Meeting. Your failure to vote your shares of NGA will have the same effect as a vote against this transaction.


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Vote Today: In order to finalize the vote by the date of the Special Meeting, please vote right away. The Board of Directors of NGA (the “Board”) unanimously recommends that you vote FOR ALL PROPOSALS. There are three easy ways to vote your shares of NGA today.

 

 

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Important Information and Where to Find It

In connection with the Business Combination, Lion filed the Registration Statement with the SEC that includes a notice of meeting and proxy statement of NGA under Section 14(a) of the Securities Exchange Act of 1934, as amended, and a prospectus of Lion under Section 5 of the Securities Act of 1933, as amended. The Registration Statement was declared effective by the SEC on March 24, 2021 and the definitive proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) has been mailed out to NGA’s stockholders. Investors and security holders of NGA and other interested parties are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus, any amendments to the foregoing, and any other documents filed with the SEC, when available, because they will contain important information about Lion, NGA and the Business Combination. Investors and security holders of NGA may obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by NGA and Lion through the website maintained by the SEC at www.sec.gov or by directing a request to: Northern Genesis Acquisition Corp., 4801 Main Street, Suite 1000, Kansas City, MO 64112 or (816) 514-0324