Item
7.01. Regulation FD Disclosure.
On February 25, 2021,
Northern Genesis Acquisition Corp. (“Northern Genesis”) issued a press release announcing that its proposed
business combination partner, Lion Electric, has that it has secured an order for its all-electric school buses from the Los Angeles
Unified School District (LAUSD). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act,
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act.
Important Information and Where to Find
It
The Registration Statement
filed by Lion Electric with the SEC includes a preliminary prospectus relating to the registration of the securities to be issued
by Lion Electric to Northern Genesis’ stockholders in connection with the transaction, and a preliminary proxy statement
of Northern Genesis in connection with Northern Genesis’ solicitation of proxies for the vote by its stockholders with respect
to the transaction and other matters as described in the Registration Statement. After the Registration Statement has been cleared
by the SEC and declared effective, Northern Genesis will mail a definitive proxy statement to its stockholders. Investors and security
holders of Northern Genesis and other interested parties are urged to read the Registration Statement, the preliminary proxy statement/prospectus
and amendments thereto and the definitive proxy statement/prospectus (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 Electric, Northern Genesis and the proposed business combination. Investors and security holders of Northern Genesis may obtain
free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Northern Genesis
and Lion Electric through the website maintained by the SEC at http://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. The information contained on, or that
may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and
is not a part of, this Current Report on Form 8-K.
Participants in the Solicitation
Northern Genesis and
its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Northern
Genesis’ stockholders in respect of the proposed business combination. Lion Electric and its officers and directors may also
be deemed participants in such solicitation. Information regarding Northern Genesis’ directors and executive officers is
available under the heading “Management” in its final prospectus dated August 17, 2020 filed with the SEC on August
18, 2020 (the “Company IPO Prospectus”). Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, which may, in some cases, be different
than those of their stockholders generally, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC in connection with the proposed business combination when they become available. Stockholders, potential
investors and other interested persons should read the Joint Proxy Statement/Prospectus carefully when it becomes available before
making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation
of any vote or approval. No offer of securities, other than with respect to the concurrent private placement of Lion shares as
described in the Registration Statement, shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
Forward-Looking Statements
All statements other
than statements of historical facts contained in this Current Report on Form 8-K constitute “forward-looking statements”
(which shall include forward-looking information within the meaning of Canadian securities laws) within the meaning of Section
27A of the Securities Act. Forward-looking statements may generally be identified by the use of words such as “believe,”
“may,” “will,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “could,” “plan,” “project,” “potential,”
“seem,” “seek,” “future,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements
contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the transaction,
including with respect to timing and closing thereof, the ability to consummate the transaction, the benefits of the transaction,
the ability to satisfy the Cash Condition, the completion of the PIPE, estimates and forecasts of financial and other performance
metrics, visibility on potential orders and business relationships, sufficiency and use of funds following completion of the proposed
transaction, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of management. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K, and on the current expectations of Lion Electric’s and Northern
Genesis’ management and are not predictions of actual performance. These forward-looking statements are provided for the
purpose of assisting readers in understanding certain key elements of the Lion Electric’s current objectives, goals, targets,
strategic priorities, expectations and plans, and in obtaining a better understanding of the Lion Electric’s business and
anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is
not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive
statement of fact or probability.
Forward-looking statements
involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Lion
Electric and Northern Genesis, and are based on a number of assumptions, as well as other factors that Lion Electric and Northern
Genesis believe are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions
will prove to be correct or that the Lion Electric’s vision, business, objectives, plans and strategies will be achieved.
Many risks and uncertainties could cause Lion Electric’s actual results, performance or achievements or future events or
developments to differ materially from those expressed or implied by the forward-looking statements, including any adverse changes
in the U.S. and Canadian general economic, business, market, financial, political and legal conditions; Lion Electric’s inability
to successfully and economically manufacture and distribute its vehicles at scale and meet its customers’ business needs;
Lion Electric’s inability to execute its growth strategy; Lion Electric’s inability to maintain its competitive position;
Lion Electric’s inability to reduce its costs of supply overtime; any inability to maintain and enhance Lion Electric’s
reputation and brand; any significant product repair and/or replacement due to product warranty claims or product recalls; any
failure of information technology systems or any cybersecurity and data privacy breaches or incidents; natural disasters, epidemic
or pandemic outbreaks, boycotts and geo-political events; the risk that a condition to closing of the transaction (including the
obtention of Northern Genesis’ stockholders approval) may not be satisfied; the failure to realize the anticipated benefits
of the proposed transaction; the amount of redemption requests made by Northern Genesis’ public stockholders; the risk that
the proposed transaction disrupts Lion Electric’s or Northern Genesis’ current plans and operations as a result of
the announcement of the transaction; the outcome of any legal proceedings that may be instituted against Lion Electric or Northern
Genesis following announcement of the transaction; the inability of the parties to successfully or timely consummate the proposed
transaction; and those factors discussed in Northern Genesis’ IPO Prospectus, and any subsequently filed Quarterly Report
on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of Northern Genesis filed, or to
be filed, with the SEC, as well as any documents to be filed by Lion Electric in accordance with applicable securities laws. These
factors are not intended to represent a complete list of the factors that could affect Lion Electric, and there may be additional
risks that neither Northern Genesis nor Lion Electric presently know or that Northern Genesis and Lion Electric currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Northern Genesis’ and Lion Electric’s expectations, plans or forecasts of future
events and views as of the date of this Current Report on Form 8-K. Northern Genesis and Lion Electric anticipate that subsequent
events and developments will cause Northern Genesis’ and Lion Electric’s assessments to change. However, while Northern
Genesis and Lion Electric may elect to update these forward-looking statements at some point in the future, Northern Genesis and
Lion Electric have no intention and undertake no obligation to do so except as required by applicable law. These forward-looking
statements should not be relied upon as representing Northern Genesis’ and Lion Electric’s assessments as of any date
subsequent to the date of this Current Report on Form 8-K.