Item 8.01 Other Events.
GigCapital3, Inc. ("GigCapital3") is aware of the U.S. Securities and Exchange
Commission's Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies that was released on
April 12, 2021 (the "Staff Statement"). GigCapital3 is evaluating the
applicability and impact of the Staff Statement on its historical financial
statements that have been filed with the U.S. Securities and Exchange
Commission. With respect to the special meeting of GigCapital3's stockholders
that is scheduled to occur on Wednesday, April 21, 2021 at 10:00 a.m., PDT,
GigCapital3 does not believe the application of the Staff Statement would
materially impact its stockholders' consideration of the business combination
proposal and other proposals to be considered and voted upon at the meeting.
Additional Information About the Proposed Business Combination and Where to Find
It
The business combination and other proposals will be submitted to stockholders
of GigCapital3 for their consideration. GigCapital3 has filed a registration
statement on Form S-4 (File No. 333-251862) with the SEC containing a
preliminary proxy statement and a preliminary prospectus of GigCapital3. After
the registration statement was declared effective, GigCapital3 mailed a
definitive proxy statement/prospectus relating to the proposed business
combination to its stockholders. This Current Report on Form 8-Kdoes not contain
all the information that should be considered concerning the proposed business
combination and is not intended to form the basis of any investment decision or
any other decision in respect of the business combination. GigCapital3's
stockholders and other interested persons are advised to read the definitive
proxy statement/prospectus, as well as other documents filed with the SEC,
because these documents will contain important information about the business
combination. The definitive proxy statement/consent solicitation
statement/prospectus and other relevant materials for the proposed business
combination were mailed to stockholders of GigCapital3 as of March 15, 2021, the
record date for voting on the proposed business combination.
Stockholders may also obtain a copy of the preliminary proxy
statement/prospectus as well as other documents filed with the SEC by
GigCapital3, without charge, at the SEC's website located at www.sec.gov or by
directing a request to Brad Weightman, Vice President and Chief Financial
Officer, GigCapital3, Inc., 1731 Embarcadero Rd., Suite 200, Palo Alto, CA
94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
Lightning eMotors, GigCapital3 and their respective directors and executive
officers and other persons may be deemed to be participants in the solicitations
of proxies from GigCapital3's stockholders in respect of the proposed business
combination and related transactions. Information regarding GigCapital3's
directors and executive officers is available in its final prospectus filed with
the SEC under Rule 424(b)(4) on May 15, 2020. Additional information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests will be contained in the preliminary and definitive proxy
statements/prospectus related to the proposed business combination and related
transactions when it becomes available, and which can be obtained free of charge
from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, but are not limited to, statements regarding
the business combination between GigCapital3 and Lightning eMotors and its
closing, and the expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the business combination, the future business plans of the
Lightning eMotors and GigCapital3 management teams, and Lightning eMotors'
revenue growth and financial performance, facilities, product expansion,
services and product shipments and capabilities. Any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would" and
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similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. The
forward-looking statements contained in this Current Report on Form 8-K are
based on certain assumptions and analyses made by the management of GigCapital3
and/or Lightning eMotors in light of their respective experience and their
perception of historical trends, current conditions and expected future
developments and their potential effects on Lightning eMotors and GigCapital3 as
well as other factors they believe are appropriate in the circumstances. There
can be no assurance that future developments affecting Lightning eMotors or
GigCapital3 will be those that the parties have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the control of the parties) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements, including that the GigCapital3
stockholders will approve the transaction, the ability of the post-combination
company to meet the NYSE listing standards, product and service acceptance and
that Lightning eMotors will have sufficient capital upon the approval of the
transaction to operate as anticipated. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these
forward-looking statements. Additional factors that could cause actual results
to differ are discussed under the heading "Risk Factors" and in other sections
of GigCapital3's filings with the SEC, and in GigCapital3's current and periodic
reports filed or furnished from time to time with the SEC. All forward-looking
statements in this Current Report on Form 8-K are made as of the date hereof,
based on information available to GigCapital3 and/or Lightning eMotors as of the
date hereof, and GigCapital3 and Lightning eMotors assume no obligation to
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.
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