Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Lightning eMotors, Inc. | d75942dex991.htm |
| EX-23.1 - EX-23.1 - Lightning eMotors, Inc. | d75942dex231.htm |
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 organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1731 Embarcadero Road, Suite 200
Palo Alto, CA 94303
(Address of principal executive offices)
(650) 276-7040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and three-fourths of one Redeemable Warrant | GIK.U | New York Stock Exchange | ||
| Common Stock, par value $0.0001 per share | GIK | New York Stock Exchange | ||
| Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | GIK.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously disclosed by GigCapital3, Inc. (the “Company” or “GigCapital3”) under Item 1.01 of its Current Report on Form 8-K filed on December 11, 2020, the Company announced its anticipated acquisition (the “Business Combination”) of Lightning Systems, Inc., a Delaware corporation (“Lightning Systems”). In connection with the proposed Business Combinations, GigCapital3 intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of GigCapital3, and after the registration statement is declared effective, GigCapital3 will mail a definitive proxy statement/prospectus relating to the proposed business combinations to its stockholders.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of GigCapital3
GigCapital3 was formed in Delaware on February 3, 2020 and has not yet completed its first fiscal year. As such, it does not have any audited financial statements to provide with respect to the requirements of Rule 8-02 of Regulation S-X (17 CFR 210.8-02) and paragraph (a) of the instructions for Item 9.01 of Form 8-K.
The audited interim financial statements of GigCapital3 as of September 30, 2020, and for the period ended September 30, 2020 and beginning with GigCapital3’s organization, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 31, 2020
| By: | /s/ Dr. Avi S. Katz | |
| Name: | Dr. Avi S. Katz | |
| Title: | Chief Executive Officer and President |