SEC Form SC 13D/A filed by Embark Technology Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

EMBARK TECHNOLOGY, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

29079J103

(CUSIP Number)

c/o Embark Technology, Inc.

424 Townsend Street

San Francisco, CA 94107

(415) 671-9628

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 25, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Except as set forth in this Amendment No. 2 (this “Amendment No. 2”), the initial Schedule 13D filed on November 22, 2021 (the “Original 13D”) and Amendment No. 1 to the Original 13D filed on June 1, 2023 (the “Amendment No. 1”), remain in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D and Amendment No.1. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D and Amendment No. 1 is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.

(a) – (b)

The share amount reported herein consists of 2,501,716 shares of Class B Common Stock held of record by the Reporting Person’s revocable living trust, over which the Reporting Person serves as trustee, which may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a one-to-one basis, and 1,852,232 shares of Class B Common Stock held of record by Brandon Moak’s revocable living trust, over which the Reporting Person holds voting power, under the terms of the Proxy Voting Agreement dated, November 10, 2021, between the Reporting Person and Brandon Moak (the “Proxy Voting Agreement”).

The above percentage is based on (i) 19,708,238 shares of Class A Common Stock outstanding as of May 23, 2023 and (ii) assumes the conversion of 4,353,948 shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: June 6, 2023