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GigCapital3, Inc. (“GigCapital3”) (NYSE:GIK) announced today that the U.S. Securities and Exchange Commission (the “SEC”), has declared effective its Registration Statement on Form S-4 (as amended, the “Registration Statement”), which includes a definitive proxy statement/prospectus in connection with GigCapital3’s special meeting of stockholders (the “Special Meeting”) to consider the previously announced proposed business combination with Lightning eMotors (“Lightning eMotors”). Additionally, GigCapital3 today announced that it has set a record date of March 15, 2021 (the “Record Date”) and a meeting date of April 21, 2021 for its Special Meeting.
“We are thrilled to reach this critical milestone in the merger process, and with approval from GigCapital3 stockholders, look forward to successfully completing the proposed merger, enabling the Lightning eMotors team to continue building the industry leading zero-emission commercial EV company. The GigCapital team stays true to our Mentor Investor mission partnering with the exceptional management team of Lightning eMotors through the IPO and beyond, as we continue to build together a solid company to last,” said Dr. Raluca Dinu, founding managing partner of GigCapital Global and board member of GigCapital3.
Tim Reeser, Co-Founder and CEO of Lightning eMotors added, “Lightning eMotors has maintained remarkable momentum since we announced the proposed business combination in December. Most notably, we recently announced our partnership with DHL US to supply nearly 100 zero emission last-mile delivery vehicles, nine of which have been in service and performing well in Manhattan since December. Additionally, we entered into a partnership with ABC Companies, pursuant to which we delivered our first all-electric motorcoach and received an order for 200 additional electric vehicles, including Class 3 transit passenger vans, Class 4 and Class 5 shuttle buses, and Class 7 transit buses. We also introduced a new model of our popular Class 3 Lightning Electric Transit Van and added 107,000 square feet of space to our Loveland facility to increase production capacity to meet growing demand for our products. We have bolstered our management team, making several key hires, all of whom have deep industry experience and an engineering background. Now that we have strong political tailwinds, we are more excited than ever about the future of Lightning eMotors and look forward to closing our planned merger later this month.”
GigCapital3 Stockholder Vote
GigCapital3’s stockholders of record at the close of business on the Record Date are entitled to receive notice of the Special Meeting and to vote the shares of common stock of GigCapital3 owned by them at the Special Meeting. The Special Meeting will be completely virtual. In connection with the Special Meeting, GigCapital3’s stockholders that wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on April 19, 2021 by following the procedures specified in the definitive proxy statement/prospectus for the Special Meeting. There is no requirement that stockholders affirmatively vote for or against the business combination at the Special Meeting in order to redeem their shares for cash.
As announced previously, the business combination will result in Lightning eMotors becoming a direct wholly-owned subsidiary of GigCapital3. GigCapital3 will be renamed “Lightning eMotors Inc.” upon completion of the business combination, and its common stock and warrants are expected to be traded on the New York Stock Exchange under the new symbols “ZEV” and “ZEV.WS”, respectively. At the closing of the business combination, each GigCapital3 unit will separate into its components consisting of one share of GigCapital3 common stock and three-quarters of one warrant and, as a result, will no longer trade as a separate security.
The Record Date determines the holders of GigCapital3’s common stock entitled to receive notice of and to vote at the Special Meeting, and at any adjournment or postponement thereof, whereby stockholders will be asked to approve and adopt the business combination, and such other proposals as disclosed in the definitive proxy statement included in the Registration Statement. If the business combination is approved by GigCapital3 stockholders, GigCapital3 anticipates closing the business combination shortly after the Special Meeting, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
The Special Meeting will take place at 10:00 a.m., Pacific Time, on April 21, 2021 via a virtual meeting at the following address: www.virtualshareholdermeeting.com/GIK2021SM. GigCapital3 stockholders entitled to vote at the Special Meeting will need the 16-digit meeting control number that is printed on their respective proxy cards to enter the Special Meeting. GigCapital3 recommends that its stockholders wishing to vote at the Special Meeting log in at least 15 minutes before the Special Meeting starts. Please note that GigCapital3 stockholders will not be able to attend the Special Meeting in person. GigCapital3 encourages its stockholders entitled to vote at the Special Meeting to vote their shares via proxy in advance of the Special Meeting by following the instructions on the proxy card.
A list of GigCapital3 stockholders entitled to vote at the Special Meeting will be open to the examination of any GigCapital3 stockholder, for any purpose germane to the Special Meeting, during regular business hours for a period of ten calendar days before the Special Meeting.
Posted In: GIK
