ZEV / Lightning eMotors Inc - Документы SEC, Годовой отчет, Доверенное заявление

ZEV / Lightning eMotors Inc / Rawlinson & Hunter Ltd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) July 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

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): February 23, 2024 Lightning eMoto

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): February 23, 2024 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

ZEV / Lightning eMotors Inc / Ionic Capital Management LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 schedule13g.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)1/ LIGHTNING EMOTERS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 53228T101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 25, 2024 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

Lightning eMotors to Sell Substantially All Assets

Lightning eMotors to Sell Substantially All Assets LOVELAND, CO., January 25, 2024 /PRNewswire/ — Lightning eMotors, Inc. (OTC: ZEVY) and its wholly owned subsidiary, Lightning Systems, Inc. (together, the “Company”), a provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that Cordes & Company, in its capacity as receiver of the Comp

NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED AGREEMENT OF SETTLEMENT AND RELEASE, AND SETTLEMENT HEARING

Exhibit 99.1 NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED AGREEMENT OF SETTLEMENT AND RELEASE, AND SETTLEMENT HEARING TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF LIGHTNING EMOTORS, INC. (“LIGHTNING” OR THE “COMPANY”) AS OF SEPTEMBER 20, 2023 (THE “RECORD DATE”) (“CURRENT LIGHTNING SHAREHOLDERS”). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RE

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): January 12, 2024 Lightning eMotor

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): January 12, 2024 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): January 5, 2024 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

January 10, 2024

Exhibit 16.1 January 10, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Lightning eMotors, Inc. File No. 001-39283 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Lightning eMotors, Inc. dated January 10, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock and Warrants, each whole warrant exercisable to purchase 1/20th of a share of Common Stock at an exercise price of $230.

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): December 15, 2023 Lightning eMoto

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): December 15, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

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): December 13, 2023 Lightning eMoto

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): December 13, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

Lightning eMotors Reports Record Revenue for the Third Quarter of 2023

Exhibit 99.1 Lightning eMotors Reports Record Revenue for the Third Quarter of 2023 •GAAP revenue of $12.4 million, the highest quarterly revenue in company history •Adjusted revenue of $12.7 million from sales of 110 units, excluding the final $0.3 million adjustment for legacy recall-related costs from earlier in the year •Produced 55 units during the quarter, all of which were complete vehicles

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 20, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Forbearance Agreement to the Loan and Security Agreement dated November 15, 2023, between the Company and Cupola Infrastructure Income Fund L.L.L.P.

Exhibit 10.9 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of November 15, 2023, by and among LIGHTNING SYSTEMS, INC. (F/K/A LIGHTNING HYBRIDS, LLC), a Delaware corporation (“Borrower”) and CUPOLA INFRASTRUCTURE INCOME FUND, L.L.L.P, a Colorado limited liability limited partnership, as Lender (“Lender”). WITNESSETH: A.Lender and Borrower are parties to that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-CEN [] Form N-SAR For Period Ended: September 30, 2023 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report o

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): October 5, 2023 Lightning eMotors

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): October 5, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

Lightning eMotors Announces Production of 55 Units in the Third Quarter of 2023

Exhibit 99.1 Lightning eMotors Announces Production of 55 Units in the Third Quarter of 2023 LOVELAND, Colo., October 5, 2023 — Lightning eMotors, Inc. (OTC: ZEVY), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that the Company produced 55 units, all of which were complete vehicles, in the third quarter of 2023. Tim

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): September 18, 2023 Lightning eMot

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): September 18, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organi

ZEV / Lightning eMotors Inc / Rawlinson & Hunter Ltd - SC 13G Passive Investment

SC 13G 1 d517724dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) September 7, 2023 (Date of Event which Requires Filing of this Statement) Check t

ZEV / Lightning eMotors Inc / International Co Management Ltd - SC 13G/A Passive Investment

SC 13G/A 1 d514741dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) September 7, 2023 (Date of Event which Requires Filing of this Statement) C

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): August 29, 2023 Lightning eMotors

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): August 29, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

Lightning eMotors Announces Receipt of Notice of Non-Compliance With NYSE Continued Listing Requirements

Exhibit 99.1 Lightning eMotors Announces Receipt of Notice of Non-Compliance With NYSE Continued Listing Requirements LOVELAND, Colo., September 1, 2023 — Lightning eMotors, Inc. (NYSE: ZEV) (the “Company”), announced today that it received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) on August 29, 2023 indicating that the Company is not in compliance with Section 802.01B

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): August 24, 2023 Lightning eMotors

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): August 24, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Lightning eMotors, Inc.

As filed with the Securities and Exchange Commission on August 16, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lightning eMotors, Inc. (Exact name of re

Registration No. 333- As filed with the Securities and Exchange Commission on August 16, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 84-4605714 (State or other jurisdiction of incorporation or organization) (I.R.S.

Lightning eMotors Reports Financial Results for Second Quarter 2023

Exhibit 99.1 Lightning eMotors Reports Financial Results for Second Quarter 2023 •GAAP revenue of $7.9 million, the second highest quarterly revenue in company history •Adjusted revenue of $8.2 million from sales of 70 units, excluding $0.3 million of recall-related costs •Produced 46 units during the quarter, consisting of vehicles, powertrains, and mobile DC fast chargers •Nearly 5 million drive

First Amendment to the Loan and Security Agreement, dated November 15, 2021, between the Company and Cupola Infrastructure Income Fund L.L.L.P.

lightningcupolaamendmen

Loan and Security Agreement, dated October 10, 2019, between the Company and Cupola Infrastructure Income Fund L.L.L.P.

lightningsystems-cupolax Execution Version LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 10, 2019 (the “Effective Date”) between Cupola Infrastructure Income Fund, L.

Second Amendment to the Loan and Security Agreement dated August 10, 2023

lightningcupolaloanagre

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): August 14, 2023 Lightning eMotors

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): August 14, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

Settlement Agreement and Mutual Release, dated July 24, 2023, in the matter of eMatrix Energy Systems, Inc. v. Lightning eMotors, Inc. v. eMatrix Energy Systems, Inc. and Linamar Corporation

confidentialsettlementag CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement” or “Agreement”) is entered into on July 21, 2023 (“Effective Date”), by and between eMatrix Energy Systems, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

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

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): August 1, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizati

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): July 24, 2023 Lightning eMotors,

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): July 24, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizatio

ZEV / Lightning eMotors Inc / Rosella Holdings Ltd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) July 21, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

ZEV / Lightning eMotors Inc / International Co Management Ltd - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) July 21, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): July 10, 2023 Lightning eMotors,

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): July 10, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizatio

Lightning eMotors Announces Production of 46 Units in the Second Quarter of 2023

Exhibit 99.1 Lightning eMotors Announces Production of 46 Units in the Second Quarter of 2023 LOVELAND, Colo., July 10, 2023 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that the Company produced 46 units, consisting of vehicles, powertrains, and Lightning Mobile DC Fast Charge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): June 16, 2023 Lightning eMotors,

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): June 16, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizatio

LIGHTNING eMOTORS, INC. $1,200,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266736 PROSPECTUS SUPPLEMENT (To Prospectus dated August 25, 2022) LIGHTNING eMOTORS, INC. $1,200,000 of Shares of Common Stock We are offering $1,200,000 of our common stock, par value $0.0001 per share, by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partnership, or YA

Form of Performance Cash Plan Agreement

Exhibit 10.1 PERFORMANCE CASH PLAN AGREEMENT This Performance Cash Plan Agreement (the “Agreement”) is entered into by [] (“you” or “Employee”) for the benefit of Lightning eMotors, Inc., Inc, a Delaware corporation, (“Lightning eMotors” or “Company”), and shall be deemed effective on June 1, 2023 (the “Effective Date”). The purpose of this Agreement is to offer a meaningful cash incentive opportu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 1, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization

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 16, 2023 Lightning eMotors, I

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 16, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Lincoln Park Capital Fund, LLC

Exhibit 99.2 Lincoln Park Capital Fund, LLC May 11, 2023 Ladies and Gentlemen: Reference is made to the Purchase Agreement (the “Lincoln Park Equity Line”), dated effective as of August 30, 2022, by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“LPCF”). Capitalized terms used herein and not ot

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 12, 2023 Lightning eMotors, I

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 12, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization

Pre-Paid Advance Agreement by and between YA II PN, Ltd. and the Company, dated May 16, 2023

Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of May 16, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LIGHTNING EMOTORS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the condit

Lightning eMotors enters into a $50 million pre-paid advance agreement with Yorkville Advisors Global L.P.

Exhibit 99.1 Lightning eMotors enters into a $50 million pre-paid advance agreement with Yorkville Advisors Global L.P. LOVELAND, Colo., May 17, 2023 – Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that it has entered into a $50 million pre-paid advance agreement (the “PPA”) with

LIGHTNING eMOTORS, INC. $2,000,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266736 PROSPECTUS SUPPLEMENT (To Prospectus dated August 25, 2022) LIGHTNING eMOTORS, INC. $2,000,000 of Shares of Common Stock We are offering $2,000,000 of our common stock, par value $0.0001 per share, by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partnership, or YA

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 17, 2023 Lightning eMotors, I

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 17, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization

Lightning eMotors Reports Financial Results for First Quarter 2023

Exhibit 99.1 Lightning eMotors Reports Financial Results for First Quarter 2023 •GAAP revenue of $1.3 million, after $2.3 million of recall-related costs •Adjusted revenue of $3.6 million from sales of 29 units; produced 53 units during the quarter •Today announced funding commitment with Yorkville Advisors to provide up to $50 million of capital •Recent contract to sell 126 Lightning ZEV3 and ZEV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-CEN [] Form N-SAR For Period Ended: March 31, 2023 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Fo

Lightning eMotors to effect a 1-for-20 Reverse Stock Split

Exhibit 99.1 Lightning eMotors to effect a 1-for-20 Reverse Stock Split LOVELAND, Colo., April 24, 2023 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, announced today that its Board of Directors approved a 1-for-20 reverse stock split of its issued and outstanding shares of common stock, effecti

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, effective April 27, 2023

Exhibit 3.1 FIRST CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTNING EMOTORS, INC. Lightning eMotors, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That at a meeting of the Board of Directors of the Corporation (the “Board”) resol

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): April 24, 2023 Lightning eMotors,

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): April 24, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizati

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): April 6, 2023 Lightning eMotors,

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): April 6, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizatio

Lightning eMotors Announces Production for the First Quarter of 2023

Exhibit 99.1 Lightning eMotors Announces Production for the First Quarter of 2023 LOVELAND, Colo., April 6, 2023 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that it produced 53 units, consisting of vehicles and powertrains, in the first quarter of 2023. “We entered the first q

PROSPECTUS 93,288,385 Shares of Common Stock 9,365,749 Warrants to Purchase Common Stock

424B3 1 zev-resale424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-257237 PROSPECTUS 93,288,385 Shares of Common Stock 9,365,749 Warrants to Purchase Common Stock The Selling Securityholders named in this prospectus may offer and sell from time to time up to 93,288,385 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 9,365,749 s

definitive proxy statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

As filed with the Securities Exchange Commission on March 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIG

Registration No. 333-257237 As filed with the Securities Exchange Commission on March 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING eMOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 84-4605714 (State or other jurisdi

Short-Term Incentive Plan

Exhibit 10.23 2023 Short-Term Incentive (STI) Plan PURPOSE OF THE PLAN The purpose of the 2023 Short-Term Incentive Plan (the “Plan”) is to reward Selected Participants (as defined below) of Lightning eMotors, Inc. and its subsidiaries (the “Company”) for the achievement of specific Company strategic goals. EFFECTIVE DATE The Plan is in effect from January 1, 2023, to December 31, 2023 (“Plan Term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number: 001-39283 LIGHTNI

Employment Agreement, dated October 3, 2022, by and between the Company and Kash Sethi.

Exhibit 10.22 LIGHTNING EMOTORS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”) and Kash Sethi (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of October 1, 2022 (the “Effective Date”). WHEREAS, the Company desires to as

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): March 10, 2023 Lightning eMotors,

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): March 10, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizati

Form of Exchange Agreement dated March 10, 2023, by and among Lightning eMotors, Inc. and the applicable Noteholders

Exhibit 10.1 LIGHTNING EMOTORS, INC. EXCHANGE AGREEMENT Dated as of March 10, 2023 The undersigned investor (the “Investor”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Inve

Lightning eMotors Reports Financial Results for Fourth Quarter and Full Year 2022

Exhibit 99.1 Lightning eMotors Reports Financial Results for Fourth Quarter and Full Year 2022 •Produced a record 128 units during the quarter, up from 104 in the prior quarter •Sales of 31 zero-emission vehicles and powertrains were limited by supplier quality issues for certain batteries, and demand shifting to 2023 as a result of incentive timing •New Class 4 platform built on GM chassis ready

LIGHTNING eMOTORS, INC. SUPPLEMENT No. 8 Prospectus dated April 21, 2022 The date of this prospectus supplement is February 21, 2023

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING eMOTORS, INC. SUPPLEMENT No. 8 to Prospectus dated April 21, 2022 The date of this prospectus supplement is February 21, 2023 This prospectus supplement no. 8 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the “Prospectus”). This supplement no. 8 is being filed to updat

ZEV / Lightning eMotors, Inc. / Ionic Capital Management LLC Passive Investment

SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)1/ LIGHTNING EMOTERS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 53228T101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

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): February 7, 2023 Lightning eMotor

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): February 7, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

LIGHTNING eMOTORS, INC. SUPPLEMENT No. 7 Prospectus dated April 21, 2022 The date of this prospectus supplement is January 26, 2023

424B3 1 zev-20230126424b3withattac.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING eMOTORS, INC. SUPPLEMENT No. 7 to Prospectus dated April 21, 2022 The date of this prospectus supplement is January 26, 2023 This prospectus supplement no. 6 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the “Prospectus”). T

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): January 19, 2023 Lightning eMotor

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): January 19, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

Lightning eMotors Produces a Record 128 Vehicles and Powertrains During the Fourth Quarter of 2022

Exhibit 99.1 Lightning eMotors Produces a Record 128 Vehicles and Powertrains During the Fourth Quarter of 2022 LOVELAND, Colo., January 10, 2023 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that it produced 128 vehicles (including its first electrified GM 4500s) and powertrain

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): January 10, 2023 Lightning eMotor

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): January 10, 2023 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Lightning eMotors Receives Continued Listing Standards Notice from the NYSE

Exhibit 99.1 Lightning eMotors Receives Continued Listing Standards Notice from the NYSE LOVELAND, Colo., December 16, 2022 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, announced today that on December 14, 2022, it received written notice from the New York Stock Exchange (the “NYSE”) that it i

LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 6 Prospectus dated April 21, 2022 The date of this prospectus supplement is December 16, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 6 TO Prospectus dated April 21, 2022 The date of this prospectus supplement is December 16, 2022 This prospectus supplement no. 6 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the “Prospectus”). This supplement no. 6 is being filed to updat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): December 14, 2022 Lightning eMoto

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): December 14, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

ZEV / Lightning eMotors, Inc. / Rosella Holdings Ltd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shares (Title of Class of Securities) 53228T101 (CUSIP Number) November 11, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 5 Prospectus dated April 21, 2022 The date of this prospectus supplement is November 18, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 5 TO Prospectus dated April 21, 2022 The date of this prospectus supplement is November 18, 2022 This prospectus supplement no. 5 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the “Prospectus”). This supplement no. 5 is being filed to updat

Lightning eMotors Enters into Exchange Agreements with Certain 7.5% Convertible Noteholders

Exhibit 99.1 Lightning eMotors Enters into Exchange Agreements with Certain 7.5% Convertible Noteholders LOVELAND, Colo., November 17, 2022 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, announced today that on November 16, 2022 it entered into privately negotiated exchange agreements with certa

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): November 16, 2022 Lightning eMoto

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): November 16, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

Form of Exchange Agreement dated November 16, 2022, by and among Lightning eMotors, Inc. and the applicable Noteholders

Exhibit 10.1 LIGHTNING EMOTORS, INC. EXCHANGE AGREEMENT Dated as of November 16, 2022 The undersigned investor (the “Investor”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging I

Offer letter to David Agatston, dated September 8, 2022

Exhibit 10.4 September 8, 2022 Mr. David Agatston Broomfield, CO Dear David, I am pleased to offer you the position of Chief Financial Officer for Lightning eMotors. This position will report directly to me and will have responsibility for leading the Finance, Accounting, and Information Technology organization. The role is based in our Loveland, Colorado corporate office and we look forward to ha

Employment Agreement, dated October 3, 2022, between the Company and David Agatston

EX-10.3 2 zev-20220930xex103executiv.htm EX-10.3 Exhibit 10.3 LIGHTNING EMOTORS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”) and David Agatston (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of October 3, 2022 (the “

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 4 Prospectus dated April 21, 2022 The date of this prospectus supplement is November 7, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 4 TO Prospectus dated April 21, 2022 The date of this prospectus supplement is November 7, 2022 This prospectus supplement no. 4 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the ?Prospectus?). This Supplement No. 4 is being filed to update

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): November 7, 2022 Lightning eMotor

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): November 7, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

Lightning eMotors Reports Financial Results for Third Quarter 2022

Exhibit 99.1 Lightning eMotors Reports Financial Results for Third Quarter 2022 –Record quarterly revenue of $11.1 million –Sold a record 93 zero-emission vehicles –Produced 104 vehicles and powertrains during the quarter, up from 43 in the prior year quarter –Announced strategic partnership with GoBolt to deploy 170 zero-emission cargo vans and box trucks across the U.S. and Canada –Announced 2nd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 3 Prospectus dated April 21, 2022 The date of this prospectus supplement is October 14, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING eMOTORS, INC. SUPPLEMENT NO. 3 TO Prospectus dated April 21, 2022 The date of this prospectus supplement is October 14, 2022 This prospectus supplement no. 3 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the ?Prospectus?). This supplement no. 3 is being filed to update

Lightning eMotors Produces 104 Vehicles and Powertrains in the Third Quarter of 2022

EX-99.1 2 a2022-3productionpressrele.htm EX-99.1 Exhibit 99.1 Lightning eMotors Produces 104 Vehicles and Powertrains in the Third Quarter of 2022 LOVELAND, Colo., October 11, 2022 — Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that it produced 104 vehicles and powertrains during

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): October 11, 2022 Lightning eMotor

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): October 11, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiza

Lightning eMotors Appoints Wanda Jackson-Davis to the Board of Directors

Lightning eMotors Appoints Wanda Jackson-Davis to the Board of Directors LOVELAND, Colo.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): September 22, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organi

Other Events

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): September 9, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): September 7, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organiz

Lightning eMotors Announces CFO Transition

Exhibit 99.1 Lightning eMotors Announces CFO Transition LOVELAND, Colo., September 9, 2022 ? Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that Chief Financial Officer Teresa Covington is retiring, effective October 2, 2022. She will continue to be available to the Company as need

Lightning eMotors Enters into a Purchase Agreement for up to $50 Million with Lincoln Park Capital

Exhibit 99.1 Lightning eMotors Enters into a Purchase Agreement for up to $50 Million with Lincoln Park Capital LOVELAND, Colo., August 30, 2022 ? Lightning eMotors, Inc. (NYSE: ZEV), a leading provider of zero emission medium-duty commercial vehicles and electric vehicle technology for fleets, today announced that the Company has entered into a purchase agreement and registration rights agreement

LIGHTNING eMOTORS, INC. Up to $50.0 Million and 299,491 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266736 PROSPECTUS SUPPLEMENT (To Prospectus dated August 25, 2022) LIGHTNING eMOTORS, INC. Up to $50.0 Million and 299,491 Shares of Common Stock This prospectus relates to the issuance and sale of up to $50.0 million of shares of our common stock, or purchase shares, that we may sell to Lincoln Park Capital Fund, LLC, or Lincoln Park, from tim

Purchase Agreement, dated August 30, 2022, between the Company and Lincoln Park Capital Fund, LLC

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the ?Agreement?), dated as of August 30, 2022, by and between LIGHTNING eMOTORS, INC., a Delaware corporation (the ?Company?), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the ?Investor?). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investo

Registration Rights Agreement, dated August 30, 2022, between the Company and Lincoln Park Capital Fund, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 30, 2022, by and between LIGHTNING EMOTORS, INC., a Delaware corporation (the ?Company?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise defined herein shall

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 30, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizat

Common Stock Preferred Stock Depositary Shares Debt Securities

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266736 PROSPECTUS $250,000,000 Common Stock Preferred Stock Depositary Shares Debt Securities Warrants Units This prospectus relates to the sale from time to time in one or more offerings of up to $250,000,000 of shares of our common stock; shares of our preferred stock, which we may issue in one or more series or classes; depositary shares; de

LIGHTNING EMOTORS, INC. 815 14th Street SW, Suite A100 Loveland, Colorado 80537 (800) 223-0740

LIGHTNING EMOTORS, INC. 815 14th Street SW, Suite A100 Loveland, Colorado 80537 (800) 223-0740 August 19, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Gregory Herbers Re: Lightning eMotors, Inc. Registration Statement on Form S-3 Filed August 10, 2022 File No. 333-266736 Acceleration Request Requested Date: August 24,

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 LIGHTNING eMOTORS, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered (2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (2) Rate Amount of Registration Fee Equity (1) Common Stock, $0.0001 par value per share $ ? ? $ ? $ ? ? $ ? E

Form of Indenture between Lightning eMotors, Inc. and

EX-4.3 3 zev-20220810xex43formofind.htm EX-4.3 Exhibit 4.3 Lightning eMotors, Inc. and Wilmington Trust, National Association, as Trustee INDENTURE Dated as of [ ], 20[ ] Cross-Reference Table Between Trust Indenture Act of 1939 and Indenture. Section of Trust Indenture Act of 1939, as amended Section of Indenture Section 310 (a)(1) 5.09 (a)(2) 5.09 (a)(3) NOT APPLICABLE (a)(4) NOT APPLICABLE (a)(

As filed with the Securities Exchange Commission on August 10, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING eMOTORS, INC. (Exact name of regist

Registration No. 333- As filed with the Securities Exchange Commission on August 10, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING eMOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 84-4605714 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee for Debt Securities

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Lightning eMotors Reports Financial Results for Second Quarter 2022

EX-99.1 2 zev-20220630xex991earnings.htm EX-99.1 Exhibit 99.1 Lightning eMotors Reports Financial Results for Second Quarter 2022 –Produced 74 vehicles and powertrains during the quarter, up from 40 in the prior year quarter –Quarterly revenue of $3.5 million –Announced new Lightning MobileTM Battery Vehicle Charger –Introduced next-generation Lightning InsightsTM real-time telematics and charger

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 2 Prospectus dated April 21, 2022 The date of this prospectus supplement is August 9, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 2 TO Prospectus dated April 21, 2022 The date of this prospectus supplement is August 9, 2022 This prospectus supplement no. 2 is part of the prospectus of Lightning eMotors, Inc., dated April 21, 2022 (as amended from time to time, the ?Prospectus?). This Supplement No. 2 is being filed to update a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizati

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 28, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Lightning eMotors Reports Financial Results for First Quarter 2022

Exhibit 99.1 ? ? Lightning eMotors Reports Financial Results for First Quarter 2022 ? ? Record first quarter revenue of $5.4 million, increased 18% year-over-year ? Record number of quarterly units sold at 68 ? Revealed new electrified Class 5-6 step van chassis and partnership with Blue Bird Corporation at the Advanced Clean Transportation Expo on May 10 LOVELAND, Colo., May 13, 2022 ? Lightning

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 1 TO PROSPECTUS DATED April 21, 2022 THE DATE OF THIS SUPPLEMENT IS May 13, 2022

Table of Contents ? Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 1 TO PROSPECTUS DATED April 21, 2022 THE DATE OF THIS SUPPLEMENT IS May 13, 2022 This prospectus supplement (this ?Supplement No. 1?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated April 21, 2022 (as amended from time to time, the ?Prospectus?). This

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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 13, 2022 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation o

Power of Attorney

Exhibit 24.2 ? POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Kenneth Jack whose signature appears below constitutes and appoints Timothy Reeser and Teresa Covington and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amen

As filed with the U.S. Securities and Exchange Commission on April 15, 2022

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 15, 2022 Registration No. 333-257237 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING EMOTORS, INC. (Exact name of registrant as specified in our charter) Delaware 3711 84-4605714

Filing Fee Table

Exhibit 107 ? Calculation of Filing Fee Tables ? Form S-8 (Form Type) ? Lightning eMotors, Inc.

As filed with the Securities and Exchange Commission on March 31, 2022

As filed with the Securities and Exchange Commission on March 31, 2022 ? Registration No.

2022 Short-Term Incentive Plan

? ? ?? ? ? Exhibit 10.23 ? 2022 Short-Term Incentive (STI) Plan ? ? PURPOSE OF THE PLAN The purpose of the 2022 Short-Term Incentive Plan (the ?Plan?) is to reward Selected Participants (as defined below) of Lightning eMotors, Inc (the ?Company?) for the achievement of specific Company strategic goals. ? EFFECTIVE DATE The Plan is in effect from January 1, 2022, to December 31, 2022 (?Plan Term?)

Employment Transition and Separation Letter Agreement, dated December 31, 2021, by and between Lightning eMotors, Inc. and William Kelley

Exhibit 10.22 ? ? ? December 31, 2021 To: William Kelley ? Re:Employment Transition and Separation ? Dear Bill: ? This letter agreement (this ?Letter Agreement?) confirms the termination of your employment with Lightning eMotors, Inc. (the ?Company?), to take effect on January 3, 2021 (the ?Separation Date?). In connection with your termination, the Company wishes to ensure the smooth transition o

Description of the Company’s Securities

? Exhibit 4.3 ? DESCRIPTION OF THE registrant?s SECURITIES The following description sets forth certain material terms and provisions of the securities of Lightning eMotors, Inc. that are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the ?Exchange Act?). The following description of our securities is not complete and is qualified in its entirety by reference t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorpo

1 Fourth Quarter 2021 Earnings Call March 28, 2022

Exhibit 99.2 1 Fourth Quarter 2021 Earnings Call March 28, 2022 2 Safe Harbor This presentation (this ?Presentation?) contains ?forward - looking statements? within the meaning of U . S . federal securities laws . Such forward - looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects, financial results (including guida

Lightning eMotors, Inc. NYSE:ZEV

Exhibit 99.1 Lightning eMotors, Inc. NYSE:ZEV FQ4 2021 Earnings Call Transcripts Monday, March 28, 2022 8:30 PM GMT S&P Global Market Intelligence Estimates -FQ3 2021- -FQ4 2021- -FY 2021- -FY 2022- CONSENSUS ACTUAL SURPRISE CONSENSUS CONSENSUS CONSENSUS EPS Normalized (0.17 ) (0.18 ) NM (0.19 ) (1.09 ) (0.59 ) Revenue (mm) 5.43 6.26 ?15.29 5.30 22.09 123.59 Currency: USD Consensus as of Mar-24-20

Lightning eMotors Reports Financial Results for Fourth Quarter and Full Year 2021

Exhibit 99.1 ? ? Lightning eMotors Reports Financial Results for Fourth Quarter and Full Year 2021 ? ? Record full year revenue of $21.0 million, increased 131% year-over-year ? Record full year sales of 146 zero-emission vehicles, increased 103% year-over-year ? Record fourth quarter revenue of $4.2 million, increased 13% year-over-year ? Announced GM partnership to strengthen our chassis supply

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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): March 28, 2022 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation

ZEV / Lightning eMotors, Inc. / Fenwick-Smith Robert - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1)* Under the Securities Exchange Act of 1934 Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228T101 (CUSIP Number) Robert Fenwick-Smith Aravaipa Venture Fund, LLC 319 Foxtail Court Boulder, Colorado 80305 (303) 323-

ZEV / Lightning eMotors, Inc. / Ionic Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response? 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1/ LIGHTNING EMOTERS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 53228T101 (CUSIP Number) December 31, 2021 (Date of Event w

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 6 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS FEBRUARY 7, 2022

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 6 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS FEBRUARY 7, 2022 This prospectus supplement (this ?Supplement No. 6?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated July 8, 2021 (as amended from time to time, the ?Prospectus?). This Supplement No. 6 is

Regulation FD Disclosure

? 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): February 7, 2022 Lightning eMotors, Inc. (Exact name of Registrant as Specified in Its Charter) ? Delaware 001-39283 84-4605714 ? ? ? ? ? (State or Other Jurisdiction of Incorpo

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? 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): January 26, 2022 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporati

Dr. Meghan Sharp Accepts New Role as Global Head of Decarbonization Partners with BlackRock-Temasek

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE ? Dr. Meghan Sharp Accepts New Role as Global Head of Decarbonization Partners with BlackRock-Temasek ? ? Sharp to lead team overseeing venture capital and private equity Investments ? New role requires Sharp to resign from Lightning eMotors board of directors LOVELAND, Colo., February 1, 2022 ? Lightning eMotors (NYSE: ZEV), a leading provider of medium-du

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

? 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): December 31, 2021 Lightning eMotors, Inc. (Exact name of Registrant as Specified in Its Charter) ? Delaware 001-39283 84-4605714 ? ? ? ? ? (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Employment Agreement, dated November 10, 2021, by and between Lightning eMotors, Inc. and Timothy Reeser (incorporated by reference to Exhibit 10.1 filed on the Company’s Quarterly Report on Form 10-Q, filed by the Company on November 15, 2021)

Exhibit 10.1 ? LIGHTNING EMOTORS, INC. ? EMPLOYMENT AGREEMENT ? This Employment Agreement (the ?Agreement?), is made and entered into by and between Lightning eMotors, Inc., a Delaware corporation (the ?Company?) and Timothy Reeser (?Executive? and, together with the Company, the ?Parties?). This Agreement will become effective as of November 10, 2021 (the ?Effective Date?). ? WHEREAS, the Company

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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): November 15, 2021 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporat

Lightning eMotors Reports Financial Results for Third Quarter 2021 – Record Nine Month Revenues of $16.8 million, Increased 212% Year-Over-Year – – Record Third Quarter Revenue of $6.3 million, Increased 65% Year-Over-Year – – Record Third Quarter Sa

EX-99.1 2 zev-20211115xex99d1.htm EX-99.1 Exhibit 99.1 Lightning eMotors Reports Financial Results for Third Quarter 2021 – Record Nine Month Revenues of $16.8 million, Increased 212% Year-Over-Year – – Record Third Quarter Revenue of $6.3 million, Increased 65% Year-Over-Year – – Record Third Quarter Sales of 43 Zero Emission Vehicles (“ZEV”), Increased 43% Year-Over-Year – – Announced Entry Into

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 5 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS NOVEMBER 15, 2021

Table of Contents ? ? Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 5 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS NOVEMBER 15, 2021 This prospectus supplement (this ?Supplement No. 5?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated July 8, 2021 (as amended from time to time, the ?Prospectus?). T

Submission of Matters to a Vote of Security Holders

? 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): October 7, 2021 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporatio

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 4 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS OCTOBER 8, 2021

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 4 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS OCTOBER 8, 2021 This prospectus supplement (this ?Supplement No. 4?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated July 8, 2021 (as amended from time to time, the ?Prospectus?). This Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. DEVELOPMENT AND SUPPL

EX-99.2 3 zev-20210831xex99d2.htm EX-99.2 Exhibit 99.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. DEVELOPMENT AND SUPPLY AGREEMENT THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into a

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 3 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS AUGUST 31, 2021

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 3 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS AUGUST 31, 2021 This prospectus supplement (this ?Supplement No. 3?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated July 8, 2021 (as amended from time to time, the ?Prospectus?). This Su

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or oth

# # #

? ? FOR IMMEDIATE RELEASE ? Lightning eMotors Enters the Electric School Bus Space with Multiyear Agreement with REV Group's Collins Bus ?Lightning and Collins? expect to deploy more than 100 all-electric Type A school buses across U.

Lightning eMotors Reports Financial Results for Second Quarter 2021 – Record 2Q Revenue of $5.9 Million, Compared to $0.9 Million For The Prior-Year Period, Increasing 580% Year-Over-Year Sales of 37 Zero Emission Vehicles and Powertrain Systems, Inc

EX-99.1 2 tmb-20210816xex99d1.htm EX-99.1 Exhibit 99.1 Lightning eMotors Reports Financial Results for Second Quarter 2021 – Record 2Q Revenue of $5.9 Million, Compared to $0.9 Million For The Prior-Year Period, Increasing 580% Year-Over-Year Sales of 37 Zero Emission Vehicles and Powertrain Systems, Increasing Over 300% Year-Over-Year – Announced Strategic Partnership with Forest River Valued Up

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 ? Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39283 84-4605714 (State or oth

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 2 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS AUGUST 16, 2021

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 2 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS AUGUST 16, 2021 This prospectus supplement (this ?Supplement No. 2?) is part of the prospectus of Lightning eMotors, Inc. (the ?Company?), dated July 8, 2021 (as amended from time to time, the ?Prospectus?). This Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdi

LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 1 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS JULY 19, 2021

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333- 257237 LIGHTNING EMOTORS, INC. SUPPLEMENT NO. 1 TO PROSPECTUS DATED JULY 8, 2021 THE DATE OF THIS SUPPLEMENT IS JULY 19, 2021 This prospectus supplement (this “Supplement No. 1”) is part of the prospectus of Lightning eMotors, Inc. (the “Company”), dated July 8, 2021 (as amended from time to time, the “Prospectus”). This Supplement No. 1

Form S-8 previously filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 12, 2021 (File No. 333-257847)

As filed with the Securities and Exchange Commission on July 12, 2021 Registration No.

Unaudited Pro Forma Condensed Combined Financial Information of Lightning eMotors, Inc. as of March 31, 2021 and December 31, 2020.

EX-99.5 5 d169316dex995.htm EX-99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Lightning eMotors, Inc. (f/k/a GigCapital3, Inc.) (the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination between GigCapital3, Inc. and Lightning Systems, Inc.,

100,387,390 Shares of Common Stock 9,365,760 Warrants to Purchase Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257237 PROSPECTUS 100,387,390 Shares of Common Stock 9,365,760 Warrants to Purchase Common Stock The selling securityholders named in this prospectus may offer and sell from time to time up to 100,387,390 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 9,365,760 shares of common stock, c

LIGHTNING EMOTORS, INC. 815 14th Street SW, Suite A100 Loveland, Colorado 80537 (800) 233-0740

LIGHTNING EMOTORS, INC. 815 14th Street SW, Suite A100 Loveland, Colorado 80537 (800) 233-0740 July 1, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Lightning eMotors, Inc. Registration Statement on Form S-1 File No. 333-257237 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Lig

Condensed Consolidated Financial Statements of Lightning Systems, Inc. as of December 31, 2020 and as of December 31, 2019; and Independent Auditor’s Report (incorporated by reference to the Form S-1 filed with the Securities and Exchange Commission on June 29, 2021).

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 29, 2021 Registration No. 333-257237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING EMOTORS, INC. (Exact name of registrant as specified in our charter) Delaware 3711 84-4605714 (State or Other Jur

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed on the Company’s Form S-1 (File No. 333-257237), filed by the Company on June 21, 2021)

Exhibit 4.1 NUMBER C SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 37519D 107 Lightning eMotors, Inc. INCO RPO RATED UNDER TH E LAW S OF TH E STATE OF DELAW ARE CO M M O N STO CK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF Lightning eMotors, Inc. (TH E CORPO RATION ) transferable on the books of the Corporation in per

Subsidiaries of Lightning eMotors, Inc. (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 (File No. 333-257237) filed with the SEC on June 21, 2021)

EX-21.1 4 d130518dex211.htm EX-21.1 Exhibit 21.1 Lightning eMotors, Inc. Subsidiaries Lightning Systems, Inc., a Delaware company

Form S-1

As filed with the U.S. Securities and Exchange Commission on June 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTNING EMOTORS, INC. (Exact name of registrant as specified in our charter) Delaware 3711 84-4605714 (State or Other Jurisdiction of Incorporation or Organization)

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdictio

Safe Harbor This presentation (this “Presentation”) contains “forward-looking statements” within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hope

EX-99.1 2 d153815dex991.htm EX-99.1 Exhibit 99.1 Analyst Day June 2021 1Exhibit 99.1 Analyst Day June 2021 1 Safe Harbor This presentation (this “Presentation”) contains “forward-looking statements” within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdictio

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 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 27, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction

Lightning Systems, Inc. Form of Notice of Stock Option Grant and Stock Option Agreement (incorporated by reference to Exhibit 10.17 filed on the Company’s Current Report on Form 8-K/A, filed by the Registrant on May 17, 2021)

EX-10.17 5 d56863dex1017.htm EX-10.17 Exhibit 10.17 LIGHTNING SYSTEMS, INC. 2019 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You are hereby provided this Notice of Stock Option Grant (this “Grant Notice”) for the following option grant (the “Option”) to purchase shares of the common stock (the “Shares”) of Lightning Systems, Inc., a Delaware corporation (the “Company”) under the Lightning S

Lightning Systems, Inc. 2019 Equity Incentive Plan

EX-10.16 4 d56863dex1016.htm EX-10.16 Exhibit 10.16 LIGHTNING SYSTEMS, INC. 2019 EQUITY INCENTIVE PLAN Effective Date: December 31, 2019 Approved by the Board of Directors on December 31, 2019 Approved by the Stockholders on December 31, 2019 Table of Contents Page ARTICLE I INTRODUCTION 1 1.1 Establishment 1 1.2 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Definitions 1 2.2 Gender and Number 4 ARTICLE

Lightning eMotors Reports $4.6 million of Revenue in First Quarter of 2021 From Sales of 31 Commercial Electric Vehicles and Provides 2021 Outlook

EX-99.3 7 d56863dex993.htm EX-99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE Lightning eMotors Reports $4.6 million of Revenue in First Quarter of 2021 From Sales of 31 Commercial Electric Vehicles and Provides 2021 Outlook LOVELAND, Colo., May 17, 2021 – Lightning eMotors, Inc. (“Lightning eMotors” or the “Company”), a leading provider of commercial electric vehicles for fleets, today announced revenue

Executive Employment Agreement dated February 24, 2021, by and between Lightning Systems, Inc. and Stephen Ivsan

Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of February 24th, 2021, is between LIGHTNING SYSTEMS, INC., dba Lightning eMotors (the ?Company?) and Stephen Ivsan (the ?Executive? and together with the Company, the ?Parties?). WITNESSETH: WHEREAS: The Parties wish to enter the arrangements set forth herein with respect to the terms and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) UNDER THE SECURITIES ACT OF 1933 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 6, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or

Lightning Systems, Inc. Balance Sheets (in thousands, except share and per share data) March 31, December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 1,774 $ 460 Accounts receivable, net 4,537 4,122 Inventories 7,129 5,743 Prepaid

EX-99.2 6 d56863dex992.htm EX-99.2 Exhibit 99.2 Lightning Systems, Inc. Balance Sheets (in thousands, except share and per share data) (Unaudited) March 31, December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 1,774 $ 460 Accounts receivable, net 4,537 4,122 Inventories 7,129 5,743 Prepaid expenses and other current assets 6,380 3,999 Total current assets 19,820 14,324 Property

Amended Executive Employment Agreement dated February 24, 2021, by and between Lightning Systems, Inc., and Kash Sethi (incorporated by reference to Exhibit 10.9 filed on the Company’s Current Report on Form 8-K/A, filed by the Registrant on May 17, 2021)

EX-10.14 2 d56863dex1014.htm EX-10.14 Exhibit 10.14 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 24, 2021, is between LIGHTNING SYSTEMS. INC., dba Lightning eMotors (the “Company”) and Kash Sethi (the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS: The Parties wish to enter the arrangements set fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39283 Lightning eMotors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. )* Under the Securities Exchange Act of 1934 Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228T101 (CUSIP Number) Robert Fenwick-Smith Aravaipa Venture Fund, LLC 319 Foxtail Court Boulder Colorado 80305 (303) 323-56

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.0001 per share, of Lightning eMotors Inc., a Delaware corporation (the ?Issuer?), and such other

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. )* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Se

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. )* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228T101 (CUSIP Number) David R. Clouse BP Technology Ventures Inc. 501 Westlake Park Boulevard Houston, Texas 77079 Tel: (281) 800-2199 (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lightning eMotors, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228T101 (CUSIP Number) May 6, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.5 7 d519688dex105.htm EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Office Lease dated November 10, 2020, by and between Lightning Systems, Inc. and RMCIT LLC (incorporated by reference to Exhibit 10.13 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.13 14 d519688dex1013.htm EX-10.13 Exhibit 10.13 OFFICE LEASE THIS OFFICE LEASE (this “Lease”) is made this 10th day of November, 2020, by and between RMCIT LLC, a Colorado limited liability company (“Landlord”), and Lightning Systems Inc., a Delaware Corporation, doing business as LIGHTNING eMOTORS (“Tenant”). This Lease shall be treated as a supplement to the lease dated November 22, 2019 (

Registration Rights and Lock-Up Agreement, dated May 6, 2021, by and among Lightning eMotors, Inc. and certain stockholders (incorporated by reference to Exhibit 10.1 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.1 4 d519688dex101.htm EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of May 6, 2021 by and among Lightning eMotors, Inc., a Delaware corporation f/k/a GigCapital3, Inc. (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any

Specimen Warrant Certificate (incorporated by reference to Exhibit A in Exhibit 10.4 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.4 6 d519688dex104.htm EX-10.4 Exhibit 10.4 GIGCAPITAL3, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 6, 2021, is by and between GigCapital3, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warran

Form of Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.8 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.8 9 d519688dex108.htm EX-10.8 Exhibit 10.8 GIGCAPITAL3, INC. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants) GigCapital3, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Sto

PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2020 (in thousands except share and per share amounts) (A) (B) GigCapital3, Inc. Lightning Systems, Inc. Pro Forma Adjustments Pro Forma Balance Sheet ASSETS Current assets Cash and cash e

EX-99.1 16 d519688dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Lightning eMotors, Inc. (f/k/a GigCapital3, Inc.) (the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination between GigCapital3, Inc. and Lightning Systems, Inc.,

Amended and Restated Bylaws of Lightning eMotors, Inc.

EX-3.2 3 d519688dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF LIGHTNING EMOTORS, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual a

Office Lease dated November 22, 2019, by and between Lightning Systems, Inc. and Rocky Mountain Center for Innovation & Technology, LLC (incorporated by reference to Exhibit 10.12 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

Exhibit 10.12 OFFICE LEASE THIS OFFICE LEASE is made this day of November, 2019 , by and between ROCKY MOUNTAIN CENTER FOR INNOVATION & TECHNOLOGY, LLC, a Colorado limited liability company (?Landlord?), and Lightning Hybrids, LLC, a Delaware limited liability company, doing business as LIGHTNING HYBRIDS, LLC (?Tenant?), and upon the Commencement Date shall replace the Office Lease between the par

Indenture dated May 6, 2021, by and between Lightning eMotors, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder

EX-10.3 5 d519688dex103.htm EX-10.3 Exhibit 10.3 LIGHTNING EMOTORS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 6, 2021 7.50% Convertible Senior Notes due 2024 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 13 Sectio

Second Amended and Restated Certificate of Incorporation of Lightning eMotors, Inc.

EX-3.1 2 d519688dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGCAPITAL3, INC. May 6, 2021 GigCapital3, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GigCapital3, Inc.”. The original certificate of incorporation of the Corporation

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 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 6, 2021 Lightning eMotors, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction

Promotion Letter dated April 25, 2019, by and between Lightning Systems, Inc. and William Kelley

EX-10.11 12 d519688dex1011.htm EX-10.11 Exhibit 10.11 William Kelley April 25, 2019 Dear Bill: In the name of the whole Board, I would first like to thank you for your extraordinary contribution over the last two years - we are all aware that we would not be where we are today without you. We would all like to assure you remain on board and fully motivated for the next three years as we grow the C

Letter from BPM LLP dated May 12, 2021 (incorporated by reference to Exhibit 16.1 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

Exhibit 16.1 10 Almaden Boulevard, Suite 1000, San Jose, CA 95113 Phone 408-961-6300 | Fax 408-961-6324 | [email protected] May 12, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Lightning eMotors, Inc. (formally known as GigCapital3, Inc.) included under Item 4.01 of its Form 8-K dated May 6, 2021. We agree wi

Amended Executive Employment Agreement dated February 24, 2021, by and between Lightning Systems, Inc. and Teresa Covington

EX-10.10 11 d519688dex1010.htm EX-10.10 Exhibit 10.10 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 24, 2021, is between LIGHTNING SYSTEMS. INC., dba Lightning eMotors (the “Company”) and Teresa Covington (the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS: The Parties wish to enter the arrangement

2021 Equity Incentive Plan

EX-10.7 8 d519688dex107.htm EX-10.7 Exhibit 10.7 GIGCAPITAL3, INC. 2021 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1.   Establishment, Purpose and term of Plan. 1 1.1  Establishment 1 1.2  Purpose 1 1.3  Term of Plan 1 2.   Definitions and Construction. 1 2.1  Definitions 1 2.2  Construction 8 3.   Administration. 8 3.1  Administration by the Committee 8 3.2  Authority of Officers 8 3.3  Adminis

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.9 filed on the Company’s Current Report on Form 8-K, filed by the Company on May 12, 2021)

EX-10.9 10 d519688dex109.htm EX-10.9 Exhibit 10.9 GIGCAPITAL3, INC. STOCK OPTION AGREEMENT (U.S. Participants) GigCapital3, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of

Lightning eMotors and GigCapital3 Announce Closing of Business Combination

EX-99.1 2 d422366dex991.htm EX-99.1 Exhibit 99.1 Lightning eMotors and GigCapital3 Announce Closing of Business Combination GigCapital3 will cease trading on the NYSE under the Symbol “GIK”, and Lightning eMotors to Trade on the NYSE Under the Symbol “ZEV” LOVELAND, Colo. & PALO ALTO, Calif. – May 6, 2021 – Lightning eMotors, a leading provider of commercial electric vehicles for fleets, and GigCa

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 18, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(

Financial Statements and Exhibits, Other Events

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 May 6, 2021 Date of Report (Date of earliest event reported) Lightning eMotors, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation) (Commission File Num

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 21, 2021 Date of Report (date of earliest event reported) GigCapital3, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization) (Co

GigCapital3 Stockholders Approve Business Combination with Lightning eMotors

EX-99.1 2 d113916dex991.htm EX-99.1 Exhibit 99.1 GigCapital3 Stockholders Approve Business Combination with Lightning eMotors PALO ALTO, Calif. and LOVELAND, Colo. – April 22, 2021 – GigCapital3, Inc. (“GigCapital3”) (NYSE: GIK, GIK.U, and GIK.WS) announced that its stockholders approved all proposals related to the previously announced business combination (the “Business Combination”) with Lightn

Merger Prospectus - 8-K

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 GigCapital3, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of

Other Events

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 GigCapital3, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of

Merger Prospectus - 8-K

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 GigCapital3, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. GigCapital Global Sponsored SPAC GigCapital3 Reminds Stockholders to Vote in Favor of Proposed Business Combination with Lightning eMotors Special Meeting of Stockholders to be held on Wednesday, April 21, 2021 PALO ALTO, Calif. ? April 12, 2021 ?

Entry into a Material Definitive Agreement, Other Events

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 GigCapital3, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39283 GigCapital3, In

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. FOR IMMEDIATE RELEASE Contact: Joe Koenig 1-800-223-0740 [email protected] Fluid Truck Orders 40 Additional Zero Emission Trucks from Lightning eMotors ? Vehicles feature 129 kWhs of battery capacity with a range of 120 miles and

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. GigCapital3 Announces Effectiveness of Registration Statement and Special Meeting Date for Proposed Business Combination with Lightning eMotors ? Special meeting of GigCapital3?s stockholders to approve the proposed business combination with Light

PROXY STATEMENT FOR SPECIAL MEETING OF GIGCAPITAL3, INC. PROSPECTUS FOR 70,385,096 SHARES OF COMMON STOCK GIGCAPITAL3, INC. WHICH WILL BE RENAMED “LIGHTNING EMOTORS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-251862 PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF GIGCAPITAL3, INC. PROSPECTUS FOR 70,385,096 SHARES OF COMMON STOCK OF GIGCAPITAL3, INC. WHICH WILL BE RENAMED ?LIGHTNING EMOTORS, INC.? IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN The board of directors of GigCapital3, Inc., a Delaware corporation (?GigC

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GigCapital3, Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 615-6095 March 24, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Re: GigCapital3, Inc. Registration Statement on Form S-4 File No. 333-25186 Ladies and Gentlemen: Pursuant to Rule 461 promulgated u

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. FOR IMMEDIATE RELEASE Contact: News Media ? Joe Koenig Investor Relations ? Nick Bettis [email protected] [email protected] DHL Express Deploys Nearly 100 New Lightning Electric Delivery Vans in U.S. ? Colorado-based Lightn

Form of Preliminary Proxy Card.

EX-99.1 3 d70436dex991.htm EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS April 21, 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PR

- AMENDMENT NO. 2 TO FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on March 22, 2021.

Consent of Diana Tremblay to be named as a director.

EX-99.6 4 d70436dex996.htm EX-99.6 Exhibit 99.6 March 22, 2021 GigCapital3, Inc 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus GigCapital3, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith

Consent of Bruce Coventry to be named as a director.

EX-99.7 5 d70436dex997.htm EX-99.7 Exhibit 99.7 March 22, 2021 GigCapital3, Inc 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus GigCapital3, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. The World?s Most Comprehensive Private-to-Public Equity (PPE)? Business Initiative COMPANY OVERVIEW Page 2 | GigCapital Company Overview Seeking Excellence GigCapital Global is a serial SPAC issuer and the first Private-to-Public Equity (PPE)? bus

Form of Preliminary Proxy Card.

EX-99.1 6 d70436dex991.htm EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS , 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

Letter from Plante & Moran, PLLC to the Securities and Exchange Commission.

EX-16.1 3 d70436dex161.htm EX-16.1 Exhibit 16.1 March 1, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read the Change in Certifying Accountant disclosure regarding Lightning Systems, Inc. appearing in the Registration Statement on Form S-4 of GigCapital3, Inc. dated March 1,2021 and have the following comments: 1. We agree with th

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DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 www.

- AMENDMENT NO. 2 TO FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on March 1, 2021.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 March 1, 2021 Date of Report (date of earliest event reported) GigCapital3, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organization) (Com

Report of Independent Registered Public Accounting Firm

EX-99.1 3 d129135dex991.htm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of GigCapital3, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of GigCapital3, Inc. (a Delaware corporation) (the “Company”) as of December 31, 2020, and the related statements of operations and comprehensive lo

Merger Prospectus - 425

Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. FOR IMMEDIATE RELEASE Contact: Joe Koenig (708) 613-5005 [email protected] Lightning eMotors to Present at Upcoming Investor Events LOVELAND, Colo., Feb. 25, 2021 ? Lightning eMotors (?Lightning eMotors? or the ?Company?), a lead

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. FOR IMMEDIATE RELEASE Contact: Joe Koenig (708) 613-5005 [email protected] Lightning eMotors Names New Chief Revenue Officer Industry veteran Kash Sethi joins Lightning to head up business development LOVELAND, Colo., Feb. 9,

Form of Preliminary Proxy Card.

EX-99.1 6 d70436dex991.htm EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS , 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

- AMENDMENT NO. 1 TO FORM S-4

Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on February 3, 2021. Registration Statement No. 333-251862 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GigCapital3, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770

Letter from Plante & Moran, PLLC to the Securities and Exchange Commission.

EX-16.1 2 d70436dex161.htm EX-16.1 Exhibit 16.1 February 3, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read the Change in Certifying Accountant disclosure regarding Lightning Systems, Inc. appearing in the Registration Statement on Form S-4 of GigCapital3, Inc. dated February 3, 2021, and have the following comments: 1. We agree

Consent of Meghan Sharp to be named as a director.

EX-99.5 Exhibit 99.5 February 3, 2021 GigCapital3, Inc 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus GigCapital3, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursu

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DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 www.

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. ICR Conference WINTER • 2021ICR Conference WINTER • 2021 Important Notice & Disclaimer Certain statements in this company overview may constitute forward-looking statements for purposes of federal securities laws. Our forward-looking statement

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. FOR IMMEDIATE RELEASE Contact: Joe Koenig (708) 613-5005 [email protected] Lightning eMotors Appoints Teresa Covington as its CFO With over 25 years of C-level experience in public and private companies, Covington poised to h

GigCapital3 Inc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 GigCapital3 Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37519D107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. GigCapital™ The World’s Most Comprehensive Private-to-Public Equity (PPE)™ Business Initiative COMPANY OVERVIEW Page 2 | GigCapital Company Overview Seeking Excellence GigCapital Global is a serial SPAC issuer and the first Private-to-Public E

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. CONFIDENTIAL DRAFT FOR IMMEDIATE RELEASE Contact: Joe Koenig (708) 613-5005 [email protected] Lightning eMotors Delivers First All-Electric Motorcoach to ABC Companies, Receives Order for 200 Zero Emissions Vehicles • ABC Com

Merger Prospectus - 425

425 Filed by GigCapital3, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-39283 Subject Company: Lightning Systems, Inc. Opportunity Overview JANUARY 2021 LIGHTNING eMOTORS AT A GLANCE Focus on Urban Commercial ZEV Only Full-Range Manufacturer Class 3–7 BEV & FCEV Modular Architecture Scalable & IP Protected $67B TAM(1) Across Multiple End Markets Blue chip Cust

Consent of Robert Fenwick-Smith to be named as a director.

EX-99.3 Exhibit 99.3 December 31, 2020 GigCapital3, Inc 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus GigCapital3, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, purs

Consent of Thaddeus Senko to be named as a director.

EX-99.4 Exhibit 99.4 December 31, 2020 GigCapital3, Inc 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus GigCapital3, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, purs

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

8-K 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 December 31, 2020 Date of Report (date of earliest event reported) GigCapital3, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-39283 84-4605714 (State or other jurisdiction of incorporation or organizati

Form of Preliminary Proxy Card.

EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS , 2021 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p THE BOARD OF DIRECTORS REC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of GigCapital3, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of GigCapital3, Inc. (a Delaware corporation) (the “Company”) as of September 30, 2020, and the related statements of operations, stockholders’ equity, and cash flows for the p