FALSE000180274900018027492023-08-242023-08-240001802749us-gaap:CommonStockMember2023-08-242023-08-240001802749us-gaap:WarrantsAndRightsSubjectToMandatoryRedemptionMember2023-08-242023-08-24

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)
Delaware001-3928384-4605714
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
815 14th Street SW, Suite A100
Loveland, Colorado 80537
(Address of principal executive offices, including zip code)
1-800-223-0740
(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 Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareZEVNew York Stock Exchange
Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $230.00 per shareZEV.WSNew 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  x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.

On August 24, 2023, Lightning eMotors, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders voted on and approved a proposal on the issuance of shares of common stock to an affiliate of Yorkville Advisors as described below. Prior to the Special Meeting, proxies were solicited pursuant to the definitive proxy statement filed on July 13, 2023, with the Securities and Exchange Commission.
 
The number of shares of common stock entitled to vote at the Special Meeting was 6,256,155 The holders of 3,232,004 shares of common stock were present or represented by valid proxy at the Special Meeting. Each share of common stock was entitled to one vote with respect to matters submitted to our stockholders at the Special Meeting. At the Special Meeting, stockholders voted on the matters set forth below.
 
Proposal 1 – Yorkville Stock Issuance
 
Stockholders voted on and approved, in accordance with the rules of the New York Stock Exchange, the issuance of shares of common stock to YA II PN, Ltd., an affiliate of Yorkville Advisors (“Yorkville”), in excess of 20% of the pre-transaction outstanding common stock or voting power at a price per share below “Minimum Price” pursuant to that certain Pre-Paid Advance Agreement dated May 16, 2023, by and between the Company and Yorkville. The votes on this proposal were as follows:
 
FORAGAINSTABSTAIN
3,006,609205,15420,241
 
Proposal 2 – Adjournment
 
Stockholders voted upon and approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in favor of Proposal No. 1 or establish a quorum. The votes on this proposal were as follows:
 
FORAGAINSTABSTAIN
3,064,697141,68525,622


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Lightning eMotors, Inc.
Dated: August 28, 2023
By:/s/ Timothy Reeser
Name:Timothy Reeser
Title:Chief Executive Officer and President

v3.23.2
Cover
Aug. 24, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 24, 2023
Entity Registrant Name Lightning eMotors, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39283
Entity Tax Identification Number 84-4605714
Entity Address, Address Line One 815 14th Street SW
Entity Address, Address Line Two Suite A100
Entity Address, City or Town Loveland
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80537
City Area Code 800
Local Phone Number 223-0740
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001802749
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol ZEV
Security Exchange Name NYSE
Warrants and Rights Subject to Mandatory Redemption  
Document Information [Line Items]  
Title of 12(b) Security Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share
Trading Symbol ZEV.WS
Security Exchange Name NYSE
Lightning eMotors (NYSE:ZEV)
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