According to the Complaint, GigCapital3, Inc. is a special purpose acquisition company formed for the purpose of effecting a merger, stock exchange, acquisition, reorganization or similar business combination with one or more businesses.
On December 10, 2020, GigCapital3 issued a press release announcing that GigCapital3 and Lightning Systems, Inc. had entered into a Business Combination Agreement dated December 10, 2020 (the “Business Combination Agreement”). Under the terms of the Business Combination Agreement, Merger Sub will merge with and into Lightning, with Lightning continuing as a wholly owned subsidiary of GigCapital3 (the “Business Combination”). Upon closing of the Business Combination, Lightning stockholders will receive 53,922,000 shares of GigCapital3 common stock, with the right to receive up to an additional 16,463,096 shares of GigCapital3 common stock if certain share price thresholds are achieved within five years of closing of the Business Combination.
In connection with the Proposed Transaction and concurrently with the execution of the Business Combination Agreement, GigCapital3 entered into a subscription agreement for a private investment in public equity (“PIPE”) transaction with BP Technology Ventures, Inc. (the “PIPE Investor”). The PIPE Investor has agreed to purchase an aggregate of 2,500,000 shares of GigCapital3 common stock for $10.00 per share in a private placement for an aggregate purchase price of $25,000,000.
Upon completion of the Proposed Transaction, the combined company will have an implied pro forma equity value of approximately $823 million at closing. It is anticipated that upon completion of the Proposed Transaction: (i) GigCapital3’s existing public stockholders, excluding the PIPE Investor, will retain an ownership interest of approximately 24.3% in the combined company; (ii) Lightning stockholders will own approximately 65.5% of the combined company; (iii) the PIPE Investor will own approximately 3% of the combined company; and (iv) GigCapital3’s initial stockholders (including GigAcquisitions3, LLC (the “Sponsor”)) will own approximately 7.2% of the combined company. The combined company will be named Lightning eMotors, Inc. and will be listed on the New York Stock Exchange under the ticker symbol “ZEV.”
On December 31, 2020, GigCapital3 filed a Registration Statement on Form S-4 (as amended on February 4, 2021, the “Registration Statement”) with the SEC. The Complaint alleges that the Registration Statement, which recommends that GigCapital3 stockholders vote in favor of the Proposed Transaction, omits material information, which renders the Registration Statement false and misleading.