Current Report Filing (8-k)

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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): February 7, 2023

Lightning eMotors, 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)			(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 share

ZEV

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

ZEV.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  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.  ☐

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

On February 7, 2023, Lightning eMotors, Inc. held a special meeting of stockholders, or the Special Meeting. Proxies were solicited pursuant to the definitive proxy statement filed on December 27, 2022, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.

 

The number of shares of common stock entitled to vote at the Special Meeting was 89,843,138. The holders of 69,397,230 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 – Reverse Stock Split

 

Stockholders voted on and approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company’s outstanding common stock, $0.0001 par value per share, at a ratio of not less than 1-for-2 and not more than 1-for-20, such ratio being determined in the sole discretion of the Company’s Board of Directors, without a corresponding decrease of the Company’s authorized share capital, and to be effective upon a date determined by the Board of Directors no later than February 7, 2024. The votes on this proposal were as follows:

 

FOR			AGAINST			ABSTAIN
61,423,229			7,858,469			115,532

 

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:

 

FOR			AGAINST			ABSTAIN
61,606,402			7,424,239			366,589

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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: February 10, 2023
			By:			/s/ Timothy Reeser
			Name:			Timothy Reeser
			Title:			Chief Executive Officer and President