WELCOME TO THE LIGHTNING EMOTORS SECURITIES SETTLEMENT WEBSITE

This website has been established to provide general information related to the proposed settlement reached in the following class action lawsuits: Shafer v. Lightning eMotors, Inc., et al., No. 1:21-cv-02774-RMR-KAS (the “Federal Action”), pending before the United States District Court for the District of Colorado (the "Federal Court") and Delman v. GigAcquisitions3, LLC, et al., C.A. No. 2021-0679-LWW (the “State Action”), pending before the Court of Chancery of the State of Delaware (the "State Court"). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation of Settlement dated July 1, 2024 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you: (i) purchased or otherwise acquired publicly traded securities issued pursuant to GigCapital3, Inc.’s (“GigCapital3”) Form S-1 Registration Statement declared effective on May 5, 2020 with the SEC, as amended by Post-Effective Amendment No. 1, filed on May 13, 2020; (ii) were a stockholder of GigCapital3 as of the March 15, 2021 Record Date that was entitled to vote on GigCapital3’s proposed transaction to acquire Lightning Systems; (iii) purchased or otherwise acquired GigCapital3 or Lightning eMotors Securities during the period from May 18, 2020 through August 16, 2021, inclusive (the “Class Period”), and were damaged thereby; or (iv) were a stockholder of GigCapital3 during the time period from the Record Date through the May 6, 2021 Closing Date.

The individuals representing the Settlement Class, David P. Sarro, Kevin L. Tye, and Jess Q. Williams (the “Federal Plaintiffs”), and Richard Delman (the “State Plaintiff”), are referred to as the “Plaintiffs." Lightning eMotors, Inc. f/k/a GigCapital3, Inc. (“Lightning eMotors” or "Lightning"), Timothy R. Reeser, Teresa P. Covington, Robert Fenwick-Smith, GigAcquisitions3, LLC, GigFounders, LLC, GigCapital Global, Avi S. Katz, Raluca Dinu, Neil Miotto, Brad Weightman, John J. Mikulsky, Andrea Betti-Berutto, and Peter Wang whom the Plainitffs sued and who have now settled are called the “Defendants.”

The law firms of Robbins Geller Rudman & Dowd LLP, Johnson Fistel, LLP, and Grant & Eisenhofer, P.A. represent the Settlement Class Members. Settlement Class Members will not be charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses.

WHAT IS THE ACTION ABOUT?

During the Class Period, defendant Lightning eMotors manufactured and sold fully electric vehicles and powertrains. Defendant GigCapital3 was a publicly traded “blank check” company, also known as a special purpose acquisition company, or “SPAC,” that brought Lightning eMotors public through a business combination (the “Business Combination”). GigCapital3’s Units, warrants, and common stock traded on the NYSE under the symbols GIK.U, GIK.WS, and GIK, respectively. Following the close of the Business Combination on May 6, 2021, when GigCapital3 became known as Lightning eMotors, its common stock and warrants traded on the NYSE under the symbols ZEV and ZEV.WS.

A. The Federal Action

On October 15, 2021, the initial class action complaint was filed in the Federal Action against defendants Teresa P. Covington, Lightning eMotors, and Timothy R. Reeser.

On April 22, 2022, the Court appointed the Federal Plaintiffs as lead plaintiffs and approved Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) and Johnson Fistel, LLP (“Johnson Fistel”) as lead counsel.

On May 20, 2022, the Federal Plaintiffs filed a Consolidated Complaint for Violation of the Federal Securities Laws (the “Federal Complaint”).

The Federal Complaint alleged that the registration statement and related offering documents for GigCapital3’s May 18, 2020 initial public offering, which were filed with the SEC, contained false and misleading statements about the GigCapital3 board of directors’ long-term commitment to GigCapital3’s purported “Mentor-Investor” business strategy, in violation of Sections 11 and 15 of the Securities Act of 1933 (“Securities Act”). The Securities Act claims were brought on behalf of all Persons (excluding Defendants, the PIPE Investor and Convertible Notes Investors in Lightning, and certain other related parties) who purchased or acquired publicly traded securities issued pursuant to GigCapital3’s Form S-1 Registration Statement declared effective on May 5, 2020 with the SEC, as amended by Post-Effective Amendment No. 1, filed on May 13, 2020 (the “Registration Statement”).

The Federal Complaint also alleged that Defendants issued false and misleading statements to investors about GigCapital3’s Mentor-Investor strategy as well as Lightning’s ability to scale its operations, supply chain strength, and revenue prospects in soliciting proxies from GigCapital3 stockholders to gain their approval for the Business Combination with Lightning. These actions were alleged to have violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and claims for such violations are brought on behalf of all stockholders of GigCapital3 as of the March 15, 2021 Record Date that were entitled to vote on the proposed Business Combination.

Finally, the Federal Complaint alleged that the foregoing actions, along with certain Defendants’ continued issuance of false and misleading public statements to Lightning investors regarding Lightning’s operations, ability to scale, and supply chain in the first and second quarters of 2021 violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder. These claims were brought on behalf of all persons that purchased or otherwise acquired Lightning Securities during the period from May 18, 2020 through August 16, 2021, inclusive (the “Class Period”), and were damaged thereby.

The Federal Complaint alleged that as a result of Defendants’ misrepresentations and omissions, the prices of Lightning Securities were artificially inflated during the Class Period. It alleges that, at the end of the Class Period, Lightning announced that it was not on track to produce the 500 electric vehicles for 2021 it had projected and was withdrawing its prior financial guidance for 2021. Additionally, Lightning stated that defendants Avi Katz, Raluca Dinu, and Neil Miotto would not be running for re-election to the Lightning Board at the October 7, 2021 stockholders’ meeting, which the Federal Complaint alleges was contrary to GigCapital3’s purported Mentor-Investor strategy, which called for continued involvement of GigCapital3 board members in Lightning for two to five years following the close of the Business Combination. The Federal Complaint alleges that as a result of these disclosures, the artificial inflation left Lightning Securities’ prices and the prices dropped significantly, damaging the Settlement Class Members.

On July 13, 2022, Defendants filed two separate motions to dismiss the Federal Complaint. Federal Plaintiffs filed their omnibus opposition on August 17, 2022, and Defendants filed their respective replies in support of their motions to dismiss on September 7, 2022. On January 10, 2023, Federal Plaintiffs filed a notice of supplemental authority notifying the Court of Vice Chancellor Will’s decision to deny certain Defendants’ motion to dismiss in the State Action.

On February 21, 2023, Federal Plaintiffs and Defendants jointly moved to stay the case pending a potential resolution at mediation. The same day, the Court granted the stay and denied Defendants’ motions to dismiss without prejudice. Litigation continued when the global mediation did not result in a settlement.

On June 14, 2023, Defendants re-filed their motions to dismiss. Those motions were fully briefed as of July 19, 2023. On February 20, 2024, Magistrate Judge Kathryn Starnella issued a Report and Recommendation that the motions to dismiss be granted and Federal Plaintiffs’ claims be dismissed without prejudice (the “Report and Recommendation”). On March 5, 2024, Federal Plaintiffs filed an objection to the Report and Recommendation. On March 26, 2024, this Court adopted the Report and Recommendation over Federal Plaintiffs’ objection, dismissing the Federal Complaint without prejudice and allowing Federal Plaintiffs to seek leave to amend their claims.

On April 11, 2024 and May 10, 2024, Federal Plaintiffs filed notices informing Defendants and the Court of their intent to seek leave to amend the Federal Complaint. This Settlement was reached prior to Federal Plaintiffs filing that proposed amendment.

Defendants have denied, and continue to deny, the Federal Complaint’s allegations and that they violated the federal securities laws in any respect. Defendants contend that they made no false or misleading statements, and they made full and accurate disclosures of all information required to be disclosed by law. Defendants also contend that Federal Plaintiffs are, and on amendment would be, unable to meet their burden to plead and prove falsity and scienter, and that their claim for damages is speculative.

B. The State Action

On August 4, 2021, State Plaintiff filed a Verified Class Action Complaint in the State Action against defendants Avi Katz, Raluca Dinu, Neil Miotto, John Mikulsky, Andrea Betti-Berutto, Peter Wang, and GigAcquisitions3, LLC (the “State Complaint”).

The State Complaint alleges that the State Defendants impaired GigCapital3 stockholders’ redemption rights, including by issuing false proxy solicitation materials containing inflated valuations of Lightning and knowingly false revenue growth projections, among other misrepresentations and omissions. The State Action asserts Delaware breach of fiduciary duty and unjust enrichment claims on behalf of holders of GigCapital3 common stock during the time period from the Record Date (March 15, 2021) through the Closing Date (May 6, 2021).

On August 31, 2021, the State Defendants filed a motion to dismiss the State Complaint. On October 15, 2021, the State Defendants filed their opening brief in support of their motion to dismiss the State Action. On December 3, 2021, State Plaintiff filed his answering brief opposing the motion to dismiss. On January 13, 2022, the State Defendants filed their reply brief in support of their motion to dismiss. On February 25, 2022, State Plaintiff filed a motion requesting a sur-reply to the motion to dismiss which was granted on February 28, 2022, and filed on March 1, 2022. On September 23, 2022, Vice Chancellor Will of the Delaware Court of Chancery heard oral argument on the motion to dismiss.

On January 4, 2023, the State Defendants’ motion to dismiss was denied. The State Defendants answered the State Complaint on January 18, 2023, denying all material allegations of the State Complaint and asserting multiple defenses.

Fact discovery commenced shortly thereafter. To date, the State Plaintiff has received and reviewed over 7,600 documents, comprising over 55,000 pages, produced by the State Defendants in discovery, as well as confidential internal documents and discovery responses from Defendants.

The State Defendants have denied, and continue to deny, the allegations against them, including that they violated Delaware law. The State Defendants contend that they made no false or misleading statements, and that they made full and accurate disclosures of all information required to be disclosed by law.

C. The Settlement

During the course of the Actions, the Parties agreed to explore a global resolution of the Actions and engaged the services of David M. Murphy, Esq. of Phillips ADR, a highly qualified mediator experienced in complex shareholder litigation (the “Mediator”). In connection with the mediation, the Parties provided to the Mediator, and exchanged with each other, confidential mediation statements setting forth their respective litigation positions. Although the Parties negotiated in good faith at an in-person mediation session on March 28, 2023, and in continued discussion afterward, the Parties ultimately failed to reach a global resolution and elected to continue the Actions.

In March 2024, following significant developments in the Actions and Lightning’s entry into receivership, the Parties agreed to renew mediation efforts. After several weeks of conversation with the Mediator, the Mediator issued a “mediator’s proposal” to settle all claims at issue for $13.35 million, subject to resolution of certain remaining non-monetary terms. On May 1, 2024, the Mediator informed the Parties that the Mediator’s proposal had been accepted. On May 13, 2024, the Parties agreed to a Settlement Term Sheet. The agreement-in-principle included, among other things, the Parties’ agreement to settle the Actions in return for a cash payment of $13.35 million for the benefit of the Settlement Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. The Stipulation (together with the exhibits thereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Parties.

On July 23, 2024, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider, among other things, whether to grant final approval to the Settlement.

Based on their extensive investigation, discovery, prosecution, and mediation of the Actions, Plaintiffs and Plaintiffs’ Counsel have concluded that the terms and conditions of the Stipulation are fair, reasonable, and adequate to Plaintiffs and the other members of the Settlement Class, and in their best interests. Based on Plaintiffs’ oversight of the prosecution of the Actions and with the advice of their counsel, Plaintiffs have agreed to settle and release the claims raised in the Actions pursuant to the terms and provisions of the Stipulation, after considering, among other things, (i) the substantial financial benefit that Plaintiffs and the other members of the Settlement Class will receive under the proposed Settlement; (ii) the significant risks and costs of continued litigation and trial; and (iii) the desirability of permitting the proposed Settlement to be consummated as provided by the terms of the Stipulation.

Defendants have denied, and continue to deny, any and all allegations of fault, liability, or wrongdoing or causing any damages and any liability under the federal securities laws or Delaware law. Among other things, Defendants expressly have denied, and continue to deny, making any false or misleading statement or omission. Defendants have further denied that any allegedly false or misleading statement or omission was made with scienter. Defendants have further expressly denied, and continue to deny, that the prices of Lightning Securities were artificially inflated; that any Settlement Class Member, including Plaintiffs, suffered any damages; or that any Settlement Class Member, including Plaintiffs, was harmed by any conduct alleged in the Actions or that could have been alleged therein. Defendants maintain that they have meritorious defenses to the claims alleged in the Actions.

Neither the Settlement nor any of the terms of the Stipulation shall be construed or deemed to be evidence of or constitute an admission, concession, or finding of any liability or damage whatsoever or any infirmity in the defenses that Defendants have, or could have, asserted.

WHAT DOES THE SETTLEMENT PROVIDE?

The Settlement provides that, in exchange for the release of the Released Claims (defined in the Notice and Stipulation) and dismissal of the Actions, Defendants have agreed to pay (or cause to be paid) $13.35 million in cash to be distributed after taxes, tax expenses, notice and claims administration expenses, and approved attorneys’ fees and expenses, pro rata, to Settlement Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of: (I) Proposed Settlement and Plan of Allocation; (II) Settlement Hearing; and (III) Motion for an Award of Attorneys’ Fees and Expenses (“Notice”) and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

IMPORTANT DATES AND DEADLINES