UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 2429, 2023

EMBARK TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39881

(Commission

File Number)

86-3343695

(I.R.S. Employer

Identification No.)

321 Alabama Street

San Francisco, CA 94110

(Address of principal executive offices, including zip code)

(415) 671-9628

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	EMBK	The Nasdaq Global Market
Warrants to purchase 1/20th share of Class A common stock, each at an exercise price of $11.50 per warrant	EMBKW	The Nasdaq Global Market
Warrants to purchase 1/20th share of Class A common stock, each at an exercise price of $11.50 per share	EMBKW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~May~~June 2429, 2023, ~~the~~Siddhartha ~~Company~~Venkatesan ~~entered~~and ~~into~~Embark aTrucks ~~letter agreement~~ Inc. (the “~~Letter Agreement~~Company”) ~~with Siddhartha Venkatesan~~, ~~pursuant~~a towholly-owned ~~which~~subsidiary heof isEmbark ~~eligible~~Technology, ~~for~~Inc. ~~certain~~(the ~~retention~~“Registrant”), ~~bonuses~~reached ~~and separation benefits.~~an ~~Pursuant~~agreement toregarding ~~the Letter Agreement,~~ Mr. Venkatesan’s isresignation ~~eligible~~from tohis ~~receive~~position ~~cash~~as ~~retention~~the ~~benefits~~Company’s ~~upon~~Chief ~~achievement~~Legal ofOfficer ~~certain~~effective ~~retention~~June ~~milestones: (a) $~~30,~~000~~ ~~payments for continued service through each of May 31,~~ 2023, ~~June~~(“Separation ~~30,~~Date”). ~~2023~~Mr. ~~and~~Venkatesan’s ~~July~~departure ~~31,~~is ~~2023~~not ~~and~~related ~~(b)~~to ~~$250,000 for~~any ~~continued~~disagreement ~~service~~with ~~through~~ the ~~filing~~Registrant ~~date of a definitive proxy statement, provided that such date occurs on~~ or ~~prior to December~~ ~~31, 2023 (“Definitive Proxy Date”) soliciting~~ the ~~shareholder~~Company ~~vote~~or ~~for~~any amatter ~~transaction~~relating ~~for~~to the ~~acquisition of 100% of the Company~~Registrant’s ~~outstanding~~ ~~equity,~~or ~~which includes~~ the Company’s ~~Agreement and Plan of Merger with Applied Intuition~~operations, ~~Inc.,~~policies ~~announced~~or ~~on May 25, 2023 (“Transaction”)~~practices.

In ~~addition,~~connection ~~the~~with ~~Letter~~his ~~Agreement~~resignation, ~~provides that if Mr. Venkatesan is terminated by~~ the Company ~~without~~has ~~Cause~~entered ~~(as~~into ~~defined~~a letter inagreement ~~the~~with ~~Letter~~Mr. ~~Agreement)~~Venkatesan, ordated ~~due~~as toof aJune ~~resignation~~30, ~~for~~2023 ~~Good~~with ~~Reason~~an ~~(as~~effective ~~defined~~date ~~in the~~of ~~Letter~~July ~~Agreement)~~2, ~~subject~~2023, towhich ~~his~~includes ~~timely execution and non-revocation of~~ a ~~release~~general release of claims ~~that~~in ~~becomes~~favor ~~effective~~of ~~within~~the ~~sixty~~Company (~~60) days following~~ the ~~date~~“Separation ofAgreement”). ~~termination~~Under ~~and continued compliance with his obligations to~~ the ~~Company,~~Separation ~~including under his confidentiality and invention assignment agreement~~Agreement, Mr. Venkatesan will ~~be entitled to~~ receive (i) a ~~lump~~cash ~~sum~~amount ~~payment~~ equal to ~~(i)~~$462,500 ~~six months~~payable ~~base salary~~in ~~and~~a ~~(ii)~~lump ~~fifty percent~~sum, (~~50%~~ii) ofan ~~any~~additional ~~annual target~~ cash ~~bonus,~~amount ifof ~~applicable~~$73,000 as(representing ~~well~~50% ~~as up to six months~~ of ~~continued~~Mr. ~~coverage under the Company~~Venkatesan’s anticipated ~~group~~2023 ~~health~~target ~~plans~~bonus), aspayable ifin hea ~~had~~lump ~~remained~~sum, ~~employed.~~and If(iii) ~~the~~reimbursement ~~Definitive~~of ~~Proxy~~insurance ~~Date~~premiums ~~occurs prior~~ to ~~December~~continue ~~31, 2023,~~ Mr. Venkatesan’s ~~voluntary resignation following the Definitive Proxy Statement, but on or before the later of (x) December~~ ~~31,~~existing ~~2023~~health ~~and~~benefits ~~(y)~~for ~~ten~~six ~~(10)~~months ~~days~~ following the ~~Definitive~~Separation ~~Proxy~~ Date. ~~(the~~Mr. ~~“Transition~~Venkatesan ~~End~~will ~~Date”)~~not ~~for~~vest in any oradditional norestricted ~~reason, shall~~stock ~~constitute~~units afollowing ~~resignation~~the ~~for~~Separation ~~Good Reason~~Date. ~~If,~~The ~~however,~~foregoing ~~Mr.~~description ~~Venkatesan~~of ~~does~~the ~~not~~Separation ~~resign~~Agreement ~~for~~is ~~Good~~not ~~Reason~~complete onand oris ~~prior~~qualified toin ~~the~~its ~~Transition End~~entirety ~~Date,~~by hereference ~~shall~~to ~~not~~the ~~thereafter~~full betext ~~entitled~~thereof, toa ~~any~~copy ~~severance~~of ~~payments~~which oris ~~benefits~~filed ~~under~~as ~~the~~Exhibit ~~Letter~~10.1 ~~Agreement~~hereto.

~~The~~In ~~foregoing~~connection ~~description~~with Mr. Venkatesan’s departure, the Registrant and Mr. Venkatesan have entered into a post-employment contractor agreement, with an effective date of July 5, 2023 (the ~~Letter~~“Contractor Agreement”). The Contractor Agreement ~~does~~provides ~~not~~that ~~purport to~~Mr. beVenkatesan ~~complete~~will provide transitional advice and isother ~~qualified~~assistance and in ~~its~~return ~~entirety~~will byreceive ~~reference~~a tomonthly fee of $10,000. The Contractor Agreement expires 4 months following the ~~full~~execution ~~text~~date of the ~~Letter~~Contractor Agreement unless terminated earlier in accordance with its terms, and provides for a ~~copy~~$500 oflump ~~which~~sum ispayment ~~filed~~following astermination, ~~Exhibit 10~~subject to Mr.1 Venkatesan’s general release of claims in favor of the Registrant and in a form and manner satisfactory to ~~this~~the ~~Current~~Registrant. ~~Report~~The onforegoing ~~Form 8-K~~description of the Contractor Agreement is not complete and ~~incorporated~~is ~~herein~~qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto.

Item 9.01. ~~Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit Number	Description

10.1	Separation Agreement, dated June 30, 2023, between Siddhartha Venkatesan and Embark Trucks Inc.

10.2	Contractor Agreement, effective as of July 5, 2023, between Siddhartha Venkatesan and Embark Technology, Inc.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1		Retention Bonus and Separation Benefits Letter Agreement, dated May 24, 2023, by and between Embark Technology, Inc. and Siddhartha Venkatesan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~Embark ~~to the requirements of the Securities Exchange Act of 1934~~Technology, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Inc.

	Embark Technology, Inc.
Date: July 6, 2023	By:	/s/ Alex Rodrigues
Date: June 1, 2023	By:	/s/ Siddhartha Venkatesan
	Name:	Alex Rodrigues
	Name:	Siddhartha Venkatesan
	Title:	Chief Executive Officer
	Title:	Chief Legal Officer

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