Item
4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit Report.
In
light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Northern
Genesis Acquisition Corp. III (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its
accounting classification of the redeemable shares of common stock, par value $0.0001 per share (the “Public Shares”), issued
as part of the units sold in the Company’s initial public offering (the “IPO”) on March 26, 2021. 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 IPO 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 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 a restatement
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.
Therefore,
on November 15, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit
Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting
firm, concluded that the Company’s previously issued (i) audited balance sheet as of March 26, 2021, as previously restated in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 26, 2021 (the
“Q1 Form 10-Q”), (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial
statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the
SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary
equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3
Form 10-Q”), as such will be described therein.
The
Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established
in connection with the IPO (the “Trust Account”).
The
Company’s management has concluded that in light of the classification error described above, a material weakness exists in the
Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum.
Cautionary Statements
Regarding Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations
on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The
Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.