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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of ~~July 31, 2020, the registrant had 25,893,479~~August 9, 2021, there were 73,398,486 shares of the registrant’s common stock ~~$0.0001 par value per share,~~ outstanding.

~~GIGCAPITAL3, INC.~~

~~Quarterly Report on Form 10-Q~~

Table of Contents

TABLE OF CONTENTS


				Page
		~~Page~~
~~PART I.~~Part I		~~FINANCIAL INFORMATION~~Financial Information
~~Item 1.~~	~~Condensed Financial Statements (Unaudited)~~	1
Item 1.		~~Condensed Balance Sheet~~Financial Statements	1
	~~Condensed Statements of Operations and Comprehensive Loss~~	2
	~~Condensed Statements of Stockholders’ Equity (Deficit)~~	3

		~~Condensed Statement~~Consolidated Balance Sheets as of ~~Cash Flows~~June 30, 2021 (Unaudited) and December 31, 2020		3

		Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (Unaudited)		4

		~~Notes to Unaudited Condensed Financial~~Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2021 and 2020 (Unaudited)		5
~~Item 2.~~
		Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited)		6

		Notes to Consolidated Financial Statements (Unaudited)		7

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	31

Item 3.		Quantitative and Qualitative Disclosures ~~About~~about Market Risk	18	44
~~Item 4.~~	~~Controls and Procedures~~	18
~~PART II.~~Item 4.		~~OTHER INFORMATION~~Controls and Procedures		44
~~Item 1.~~	~~Legal Proceedings~~	19
~~Item 1A.~~Part II		~~Risk Factors~~Other Information	19

Item 2.1.		Legal Proceedings		46

Item 1A.		Risk Factors		47

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	19	81

Item 3.		Defaults Upon Senior Securities	20	81
~~Item 4.~~	~~Mine Safety Disclosures~~	20
~~Item 5.~~	~~Other Information~~	20
~~Item 6.~~	~~Exhibits~~	21
~~Signatures~~Item 4.	22	Mine Safety Disclosures		81

Item 5.		Other Information		81

Item 6.		Exhibits		82

Exhibit Index				82

Signatures				84

Table of Contents

PART I —FINANCIAL INFORMATION

~~PART I—FINANCIAL INFORMATION~~

Item 1. Financial ~~Statements.~~Statements

~~GIGCAPITAL3, INC.~~

Lightning eMotors, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

~~Condensed Balance Sheet~~


	June 30,		December 31,
	2021		2020
		(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	201,890	$	460
Accounts receivable, net		8,438		4,122
Inventories		9,125		5,743
Prepaid expenses and other current assets		7,159		3,999
Total current assets		226,612		14,324
Property and equipment, net		3,710		2,615
Operating lease right-of-use asset		8,999		7,881
Other assets		145		45
Total assets	$	239,466	$	24,865
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	3,005	$	2,599
Accrued expenses and other current liabilities		4,637		2,890
Warrant liability		1,508		21,155
Current portion of long-term debt		—		7,954
Current portion of long-term debt - related party		—		6,225
Current portion of operating lease obligation		2,100		1,769
Current portion of finance lease obligation		—		54
Total current liabilities		11,250		42,646
Long-term debt, convertible note net of debt discount		64,634		—
Long-term debt, net of current portion and debt discount - related party		2,952		1,649
Operating lease obligation, net of current portion		8,441		7,265
Derivative liability		21,330		—
Earnout liability		91,337		—
Total liabilities		199,944		51,560
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit)
Preferred stock, par value $.0001, 1,000,000 shares authorized 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		—		—
Common stock, par value $.0001, 250,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 73,248,111 and 32,949,507 shares issued and outstanding as of June 30, 2021 and December 31, 2020		7		3
Additional paid-in capital		193,804		54,097
Accumulated deficit		(154,289)		(80,795)
Total stockholders’ equity (deficit)		39,522		(26,695)
Total liabilities and stockholders’ equity (deficit)	$	239,466	$	24,865

~~(Unaudited)~~

June 30, 2020

ASSETS

Current Assets

Cash

$
1,957,071

Prepaid expenses and other current assets

136,648

Total current assets

2,093,719

Cash and marketable securities held in Trust Account

202,007,715

Interest receivable on cash and marketable securities held in the Trust Account

13,262

Other non-current assets

101,834

TOTAL ASSETS

$
204,216,530

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$
6,918

Payable to related parties

5,343

Accrued liabilities

143,523

Other current liabilities

6,259

Total current liabilities

162,043

Deferred underwriting fee payable

8,000,000

Total liabilities

8,162,043

Commitments and contingencies (Note 5)

Common stock subject to possible redemption, 18,916,285 shares, at a redemption value of $10.10 per share

191,054,479

Stockholders’ equity

Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding

—

Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,977,194 shares issued and outstanding (excluding 18,916,285 shares subject to possible redemption) (1)

698

Additional paid-in capital

5,156,706

Accumulated deficit

(157,396
)
Total stockholders’ equity

5,000,008

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY

$
204,216,530

~~(1)~~

~~This number excludes the 750,000 Founder Shares (as described in Note 4) that were forfeited because the over-allotment option was not exercised by the Underwriters.~~

~~The~~See accompanying notes ~~are an integral part~~to unaudited financial statements

Table of ~~these condensed financial statements.~~Contents

~~GIGCAPITAL3, INC.~~

Lightning eMotors, Inc.

~~Condensed~~

Consolidated Statements of Operations

(in thousands, except share and ~~Comprehensive Loss~~per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues	$	5,923	$	871	$	10,514	$	1,566
Cost of revenues		7,048		1,423		12,366		2,275
Gross loss		(1,125)		(552)		(1,852)		(709)
Operating expenses
Research and development		743		212		1,391		455
Selling, general and administrative		16,026		1,966		19,946		4,215
Total operating expenses		16,769		2,178		21,337		4,670
Loss from operations		(17,894)		(2,730)		(23,189)		(5,379)
Other expenses
Interest expense		3,940		46		5,551		380
Loss (gain) from change in fair value of warrant liabilities		7,596		(4)		28,135		(170)
Loss from change in fair value of derivative		4,267		—		4,267		—
Loss from change in fair value of earnout liability		12,376		—		12,376		—
Other income, net		(15)		—		(24)		(1)
Total other expenses		28,164		42		50,305		209
Net loss	$	(46,058)	$	(2,772)	$	(73,494)	$	(5,588)
Net loss per share	$	(0.79)	$	(0.10)	$	(1.60)	$	(0.20)
Weighted-average shares outstanding, basic and diluted		58,560,928		28,972,560		45,924,405		28,153,498

See accompanying notes to unaudited financial statements

For the Three
Months Ended
June 30, 2020

Period from
February 3, 2020
(Inception) through
June 30, 2020

Revenues

$
—

$
—

General and administrative expenses

146,326

172,114

Loss from operations

(146,326
)

(172,114
)
Other income

Interest income on cash and marketable securities held in Trust Account

20,977

20,977

Loss before provision for income taxes

(125,349
)

(151,137
)
Provision for income taxes

6,259

6,259

Net loss and comprehensive loss

$
(131,608
)

$
(157,396
)
Net loss attributable to common stockholders

$
(142,360
)

$
(168,148
)
Weighted-average common shares outstanding, basic and diluted (1)

5,941,006

5,267,762

Net loss per share common share, basic and diluted

$
(0.02
)

$
(0.03
)

~~(1)~~

~~This number excludes the 750,000 Founder Shares (as described in Note 4) that were forfeited because the over-allotment option was not exercised by the Underwriters.~~

~~The accompanying notes are an integral part~~Table of ~~these condensed financial statements.~~Contents

~~GIGCAPITAL3, INC.~~

Lightning eMotors, Inc.

~~Condensed~~

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data) (Unaudited)



	Redeemable						Additional		Stockholders’		Total
	Convertible Preferred						Paid-in		Accumulated		Stockholders’
	Stock			Common Stock			Capital		Deficit		Equity (Deficit)
	Shares	Amount		Shares	Par Value
Balance as of March 31, 2021	31,023,671	$	50,082	5,058,949	$	—	$	11,339	$	(108,231)	$	(96,892)
Retroactive application of recapitalization	(31,023,671)		(50,082)	28,880,068		3		50,079		—		50,082
Adjusted balance beginning of period	—		—	33,939,017		3		61,418		(108,231)		(46,810)
Exercise of Common Warrants¹	—		—	69,232		—		646		—		646
Issuance of Series C redeemable convertible preferred stock upon exercise of Series C warrants¹	—		—	906,594		—		7,258		—		7,258
Business Combination and PIPE Financing	—		—	37,843,390		4		109,801		—		109,805
Warrants issued in connection the Convertible Note	—		—	—		—		14,522		—		14,522
Exercise of stock options¹	—		—	489,878		—		31		—		31
Stock—based compensation expense	—		—	—		—		128		—		128
Net loss	—		—	—		—		—		(46,058)		(46,058)
Balance as of June 30, 2021	—	$	—	73,248,111	$	7	$	193,804	$	(154,289)	$	39,522


Balance as of December 31, 2020	30,120,057	$	43,272	4,910,555	$	—	$	10,828	$	(80,795)	$	(69,967)
Retroactive application of recapitalization	(30,120,057)		(43,272)	28,038,952		3		43,269		—		43,272
Adjusted balance beginning of period	—		—	32,949,507		3		54,097		(80,795)		(26,695)
Exercise of Common Warrants¹	—		—	69,232		—		646		—		646
Issuance of Series C redeemable convertible preferred stock upon exercise of Series C warrants¹	—		—	1,756,525		—		14,068		—		14,068
Business Combination and PIPE Financing	—		—	37,843,390		4		109,801		—		109,805
Warrants issued in connection the Convertible Note	—		—	—		—		14,522		—		14,522
Exercise of stock options¹	—		—	629,457		—		41		—		41
Stock—based compensation expense	—		—	—		—		196		—		196
Issuance of common stock warrants	—		—	—		—		433		—		433
Net loss	—		—	—		—		—		(73,494)		(73,494)
Balance as of June 30, 2021	—	$	—	73,248,111	$	7	$	193,804	$	(154,289)	$	39,522


Balance as of March 31, 2020	25,892,602	$	38,207	3,254,478	$	—	$	5,827	$	(45,958)	$	(40,131)
Retroactive application of recapitalization	(25,892,602)		(38,207)	24,161,027		2		38,205		—		38,207
Adjusted balance beginning of period	—		—	27,415,505		2		44,032		(45,958)		(1,924)
Issuance in connection with the redemption of convertible debt and cash purchase of redeemable Series C convertible preferred stock¹	—		—	3,692,809		—		3,984		—		3,984
Issuance of Series C warrants beneficial conversion feature	—		—	—		—		(272)		—		(272)
Stock—based compensation expense	—		—	—		—		3		—		3
Redemption of convertible notes payable	—		—	—		—		1,844		—		1,844
Net loss	—		—	—		—		—		(2,772)		(2,772)
Balance as of June 30, 2020	—	$	—	31,108,314	$	2	$	49,591	$	(48,730)	$	863


Balance as of December 31, 2019	25,757,260	$	37,982	3,254,478	$	—	$	5,552	$	(43,164)	$	(37,612)
Retroactive application of recapitalization	(25,757,260)		(37,982)	24,033,725		2		37,980		—		37,982
Adjusted balance beginning of period	—		—	27,288,203		2		43,532		(43,164)		370
Adoption of ASC 842	—		—	—		—		—		22		22
Issuance of Series C redeemable convertible preferred stock	—		—	127,302		—		225		—		225
Issuance in connection with the redemption of convertible debt and cash purchase of redeemable Series C convertible preferred stock¹	—		—	3,692,809		—		3,984		—		3,984
Stock—based compensation expense	—		—	—		—		6		—		6
Redemption of convertible notes payable	—		—	—		—		1,844		—		1,844
Net loss	—		—	—		—		—		(5,588)		(5,588)
Balance as of June 30, 2020	—	$	—	31,108,314	$	2	$	49,591	$	(48,730)	$	863

¹Share amounts have been retroactively restated to give effect to the recapitalization transaction

See accompanying notes to unaudited financial statements

Table of Contents

Lightning eMotors, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share data)

(Unaudited)


	Six Months Ended
	June 30,
	2021		2020
Cash flows from operating activities
Net loss	$	(73,494)	$	(5,588)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		350		169
Provision for doubtful accounts		142		—
Gain on disposal of fixed asset		(9)		—
Change in fair value of warrant liability		28,135		(170)
Change in fair value of earnout liability		4,267		—
Change in fair value of derivative liability		12,376		—
Stock-based compensation		196		6
Amortization of debt discount		2,522		7
Non-cash impact of operating lease right of use lease asset		1,224		541
Issuance of common stock warrants for services performed		433		—
Changes in operating assets and liabilities that (used) provided cash:
Accounts receivable		(4,458)		(306)
Inventories		(3,382)		(1,529)
Prepaid expenses and other current assets and other assets		(8,775)		680
Accounts payable		562		(299)
Accrued expenses and other current liabilities		7,134		448
Net cash used in operating activities		(32,777)		(6,041)
Cash flows from investing activities
Purchase of property and equipment		(1,445)		(1,077)
Proceeds from disposal of property and equipment		9		—
Net cash used in investing activities		(1,436)		(1,077)
Cash flows from financing activities
Proceeds from term loan and working capital facility		—		1,000
Proceeds from convertible notes payable, net of issuance costs paid		95,000		3,000
Proceeds from Business combination and PIPE Financing, net of issuance costs paid		142,796		—
Proceeds from facility borrowings		7,000		—
Repayments of facility borrowings		(11,500)		—
Proceeds as part of a redemption of convertible notes payable and Series C redeemable convertible preferred stock and warrants		—		3,000
Proceeds from the exercise of Series C redeemable convertible preferred warrants		3,100		—
Proceeds from exercise of common warrants		157		—
Proceeds from issuance of Series C convertible preferred stock		—		225
Payments on operating lease obligation		(897)		—
Payments on finance lease obligations		(54)		(19)
Proceeds from exercise of stock options		41		—
Net cash provided by financing activities		235,643		7,206
Net increase in cash		201,430		88
Cash - Beginning of year		460		1,297
Cash - End of period	$	201,890	$	1,385
Supplemental cash flow information - Cash paid for interest	$	1,649	$	187
Significant noncash transactions
Earnout liability at inception	$	78,960	$	—
Warrant liability at inception		1,253		—
Derivative liability at inception		17,063		—
Conversion of convertible notes for common stock		9,679		—
Conversion of warrant liabilities for common stock		37,580		—
Conversion of convertible notes payable into Series C redeemable convertible preferred stock		—		3,000

See accompanying notes to unaudited financial statements

Table of Contents

Lightning eMotors, Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

(Unaudited)

Common Stock

Additional

Three Months Ended June 30, 2020

Shares

Amount

Paid-In
Capital

Accumulated
Deficit

Stockholders’
Equity (Deficit)

Balance as of March 31, 2020

5,735,000

$
574

$
24,426

$
(25,788
)

$
(788
)
Sale of common stock to Founder in private placement at $10 per share

650,000

65

$
6,499,935

—

6,500,000

Sale of common stock to Underwriters in private placement at $10 per share

243,479

24

$
2,434,766

—

2,434,790

Issuance of common stock to Insiders for no consideration

15,000

2

(2
)

—

—

Sale of common stock in initial public offering, net of offering costs

20,000,000

2,000

187,250,093

—

187,252,093

Forfeiture of common stock sold to Founder due to over-allotment not being exercised (1)

(750,000
)

(75
)

75

—

—

Shares subject to redemption

(18,916,285
)

(1,892
)

(191,052,587
)

—

(191,054,479
)
Net loss

—

—

—

(131,608
)

(131,608
)
Balance as of June 30, 2020

6,977,194

$
698

$
5,156,706

$
(157,396
)

$
5,000,008

Common Stock

Additional

Period from February 3, 2020 (Inception) through June 30, 2020

Shares

Amount

Paid-In
Capital

Accumulated
Deficit

Stockholders’
Equity

Balance as of February 3, 2020 (Inception)

—

$
—

$
—

$
—

$
—

Sale of common stock to Founder at $0.0044 per share

5,735,000

574

24,426

—

25,000

Sale of common stock to Founder in private placement at $10 per share

650,000

65

6,499,935

—

6,500,000

Sale of common stock to Underwriters in private placement at $10 per share

243,479

24

2,434,766

—

2,434,790

Issuance of common stock to Insiders for no consideration

15,000

2

(2
)

—

—

Sale of common stock in initial public offering, net of offering costs

20,000,000

2,000

187,250,093

—

187,252,093

Forfeiture of common stock sold to Founder due to over-allotment not being exercised (1)

(750,000
)

(75
)

75

—

—

Shares subject to redemption

(18,916,285
)

(1,892
)

(191,052,587
)

—

(191,054,479
)
Net loss

—

—

—

(157,396
)

(157,396
)
Balance as of June 30, 2020

6,977,194

$
698

$
5,156,706

$
(157,396
)

$
5,000,008

~~(1)~~

~~750,000 Founder Shares were forfeited because the over-allotment option was not exercised by the Underwriters (see Note 4).~~

~~The accompanying notes are an integral part~~Note 1 – Description of ~~these condensed financial statements.~~

~~GIGCAPITAL3, INC.~~

~~Condensed Statement~~Business and Basis of ~~Cash Flows~~

~~(Unaudited)~~

Period from
February 3, 2020
(Inception) through
June 30, 2020

OPERATING ACTIVITIES

Net loss

$
(157,396
)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

Interest earned on cash and marketable securities held in Trust Account

(7,715
)
Interest receivable on cash and marketable securities held in Trust Account

(13,262
)
Change in operating assets and liabilities:

Prepaid expenses

(136,648
)
Other non-current assets

(101,834
)
Accounts payable

6,918

Payable to related parties

5,343

Accrued liabilities

43,523

Other current liabilities

6,259

Net cash and cash equivalents used in operating activities

(354,812
)
INVESTING ACTIVITIES

Investment of cash in Trust Account

(202,000,000
)
Net cash and cash equivalents used in investing activities

(202,000,000
)
FINANCING ACTIVITIES

Proceeds from sale of common stock to Founder

25,000

Proceeds from sale of common stock in initial public offering, net of underwriting discounts paid

196,000,000

Proceeds from sale of common stock to Founder in private placement

6,500,000

Proceeds from sale of common stock to Underwriters in private placement

2,434,790

Borrowing from a related party

100,000

Repayment of borrowing from a related party

(100,000
)
Payment of deferred offering costs

(647,907
)
Net cash and cash equivalents provided by financing activities

204,311,883

Net change in cash and cash equivalents during period

1,957,071

Cash and cash equivalents, beginning of period

—

Cash and cash equivalents, end of period

$
1,957,071

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

Offering costs included in accrued liabilities

$
100,000

Change in value of common stock subject to possible redemption

$
3,802,386

~~The accompanying notes are an integral part of these condensed financial statements.~~

~~GIGCAPITAL3, INC.~~

~~Notes to Unaudited Condensed Financial Statements~~

~~(Unaudited)~~

~~1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~

~~Organization and General~~

GigCapital3, Inc. (the “Company”) was incorporated in Delaware on February 3, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of June 30, 2020, the Company had not commenced any operations. All activity for the period from February 3, 2020 (date of inception) through June 30, 2020 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.Presentation

On May ~~5, 2020,~~6, 2021 (the "Closing Date"), GigCapital3, Inc. ("Gig"), consummated the ~~registration statement on Form S-1 (the “Registration Statement”), as amended, filed in connection with the Offering was declared effective and amended by the Post-Effective Amendment No. 1~~previously announced merger pursuant to the ~~Registration Statement, as declared effective~~Business Combination Agreement, dated December 10, 2020 (the "Business Combination Agreement"), by ~~the SEC on May 13, 2020. The Company concurrently entered into an underwriting agreement on May 13, 2020 to conduct the Offering, the closing~~and among Project Power Merger Sub, Inc., a wholly-owned subsidiary of ~~which was consummated on May 18, 2020 with the delivery of 20,000,000 units (the “Units”). The Units sold~~Gig incorporated in the ~~Offering consisted~~State of Delaware ("Merger Sub"), and Lightning Systems, Inc., a Delaware corporation ("Lightning Systems"). Pursuant to the terms of the ~~securities described~~Business Combination Agreement, a business combination between Gig and Lightning Systems was effected through the merger of Merger Sub with and into Lightning Systems, with Lightning Systems surviving as the surviving company and as a wholly-owned subsidiary of Gig (the "Business Combination").

On the Closing Date, and in ~~Note 3. The Offering generated gross proceeds of $200,000,000.~~

~~Simultaneously~~connection with the closing of the ~~Offering,~~Business Combination, Gig changed its name to Lightning eMotors, Inc. (the "Company", "Lightning", “we” or “us”). Lightning Systems was deemed the ~~Company consummated~~accounting acquirer in the ~~closing~~Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Lightning Systems stockholders prior to the Business Combination having a ~~private placement sale (the “Private Placement”)~~majority of ~~893,479 units (the “Private Placement Units”), at a price~~the voting interests in the combined company, Lightning Systems operations comprising the ongoing operations of ~~$10.00 per Private Placement Unit. The Company’s sponsor, GigAcquisitions3, LLC, a Delaware limited liability~~the combined company ~~(the “Sponsor”~~ and ~~is sometimes referred to~~Lightning Systems senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the “Founder”) purchased 650,000 Private Placement Units and Nomura Securities International, Inc. (“Nomura”), Oppenheimer & Co. Inc. (“Oppenheimer”) and Odeon Capital Group LLC (“Odeon”) (collectively,equivalent of Lightning Systems issuing stock for the ~~“Underwriters”) purchased 243,479 Private Placement Units~~net assets of Gig, accompanied by a recapitalization. The net assets of Gig are stated at historical cost, with 0 goodwill or other intangible assets recorded.

While Gig was the legal acquirer in the ~~aggregate. The Private Placement Units consisted~~Business Combination, Lightning Systems was deemed the accounting acquirer, the historical financial statements of Lightning Systems became the historical financial statements of the securities described in Note 4. The closing of the Private Placement generated gross proceeds of $8,934,790 consisting of $6,500,000 from the sale of the Private Placement Units to the Founder and $2,434,790 from the sale of Private Placement Units to the Underwriters.

Following the closing of the Offering, net proceeds in the amount of $196,000,000 from the sale of the Units and proceeds in the amount of $6,000,000 from the sale of Private Placement Units, for a total of $202,000,000, were placed in a trust account (“Trust Account”), which is described further below.

Transaction costs amounted to $12,785,179, consisting of $4,000,000 of underwriting fees, $8,000,000 of deferred underwriting fees and $785,179 of offering costs. The Company’s remaining cash after payment of the offering costs will be held outside of the Trust Account for working capital purposes. Subsequently to the closing of the Offering, offering costs of $785,179 accrued for at the closing of the Offering were reduced to $747,907. Therefore, total transaction costs amounted to $12,747,907.

~~The Trust Account~~

The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i)combined company, upon the consummation of the Business ~~Combination or (ii)~~Combination. As a result, the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses.

~~The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held~~financial statements included in ~~the Trust Account will be released until the earlier of:~~this report reflect (i) the ~~completion~~historical operating results of Lightning Systems prior to the Business Combination; (ii) the ~~redemption of 100%~~combined results of the ~~shares of common stock included in the units sold in the Offering (the “public shares”) if the~~ Company ~~is unable to complete a Business Combination within 18 months from~~and Lightning Systems following the closing of the ~~Offering on May 18, 2020; or~~Business Combination; (iii) the ~~redemption~~assets and liabilities of Lightning Systems at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the ~~public shares in connection with a stockholder vote~~Company's common stock, $0.0001 par value per share ("Common Stock") issued to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 18 months from the closing of the Offering on May 18, 2020.

~~Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business (“Target Business”). As used herein, Target Business must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned at the time the Company signs a definitive agreementLightning Systems stockholders in connection with the ~~Business Combination). There is no assurance that~~recapitalization transaction. As such, the ~~Company will be able~~shares and corresponding capital amounts and earnings per share related to ~~successfully effect a Business Combination.~~

~~The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of~~Lightning Systems redeemable convertible preferred stock and Lightning Systems common stock prior to the Business Combination ~~at a meeting called for such purpose~~have been retroactively restated as shares reflecting the exchange ratio of approximately 0.9406 shares (the “Exchange Ratio”) established in ~~connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against~~ the Business Combination Agreement. Activity within the statement of stockholders' equity for ~~cash equal~~the issuances and repurchases of Lightning Systems convertible redeemable preferred stock, were also retroactively converted to ~~their pro rata share of~~Lightning Systems common stock. For more details on the ~~aggregate amount then on deposit in the Trust Account as of two business days prior~~reverse recapitalization, see Note 3 to the ~~consummation of the initial Business Combination, including interest but less taxes payable or (ii) provide stockholders with the opportunity~~Company’s notes to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.unaudited consolidated financial statements.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of June 30, 2020 was $202,007,715, which represents cash and marketable securities of $202,000,000 from the sale of 20,000,000 Units at $10.00 per public share, net of underwriting fees of $4,000,000, the sale of 243,479 Private Placement Units to the Underwriters at $10.00 per Private Placement Unit, the sale of 650,000 Private Placement Units at $10.00 per Private Placement Unit, net of cash reserved for operating needs of the Company, and $7,715 of interest income earned on these holdings.

Additionally, there was $13,262 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet in interest receivable on cash and marketable securities held in the Trust Account as of June 30, 2020.

The Company will have 18 months from May 18, 2020, the closing date of the Offering, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, and Messrs. Weightman, Wang and Betti-Berutto (the “Insiders”) have entered into letter agreements with the Company, pursuant to which they have agreed to waive their rights to participate in any redemption with respect to their initial shares; however, if the Founder, the Underwriters, the Insiders or any of the Company’s officers, directors or affiliates acquired shares of common stock after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

The accompanying unaudited ~~condensed interim~~consolidated financial statements ~~of the Company are presented~~have been prepared in ~~conformity~~accordance with ~~accounting principles generally accepted in the United States of America~~U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the ~~rules and~~ regulations of the

U.S. Securities and Exchange Commission (“SEC”) ~~and reflect all adjustments, consisting only of normal recurring adjustments, which are,~~. The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair ~~presentation~~statement of the Company's financial position, ~~as of June 30, 2020, and the~~ results of operations and cash flows for the periods ~~presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.~~

indicated. The ~~accompanying unaudited condensed~~results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the

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Company's ~~final prospectus dated May 13,~~audited financial statements as of and for the year ended December 31, 2020 ~~as well as~~included in the ~~Company’s current report~~Prospectus which constituted a part of the Company's Registration Statement on Form ~~8-K filed with~~S-1 (File No. 333-257237), which was declared effective by the SEC on ~~May 26,~~July 6, 2021 (the "Prospectus").

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.

Out-of-Period Adjustments

During the three months ended June 30, 2021, the Company identified an error related to the failure to account for the modification of an operating lease for one of its facilities amended in November 2020. The ~~results~~modification extended the term of the lease from November 2024 to February 2027. As a result of the error Operating lease right-of-use assets, Total Assets, Lease Obligation (current and long-term), and Net loss were understated in the periods ended March 31, 2021 and December 31, 2020. The Company assessed the materiality of these errors considering the relevant quantitative and qualitative factors and concluded that the errors were not material to the consolidated financial statements taken as a whole. As such, during the three months ended June 30, 2021, the Company recorded the following out-of-period adjustment to correct the error: increased “right-of-use asset” $2,272, increased “cost of revenues” $14, increased “selling, general and administrative” expense $47, increased “current portion of operating lease obligation” $100, and increased “operating lease obligation, net of current portion” $2,233. The consolidated statements of operations for the ~~interim periods presented are not necessarily indicative of~~three and six months ended June 30, 2021, the ~~results to be expected for the year ending December 31, 2020 or for any future interim periods.~~

~~Emerging Growth Company~~

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

~~Net Loss Per Share of Common Stock~~

Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemptionconsolidated balance sheet as of June 30, ~~2020 have been excluded from~~2021 and the ~~calculation~~consolidated statements of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offeringstockholders’ equity and ~~Private Placement, as calculated using the treasury stock method; (ii) the shares issued to the Insiders representing 15,000 shares of common stock underlying restricted stock awards~~cash flows for the ~~periods they were outstanding;~~three and ~~(iii)~~six months ended June 30, 2021 reflect the 750,000 shares of common stock issued to the Founder that were forfeited due to the over-allotment option not being exercised by the Underwriters. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.above adjustments.

~~Reconciliation of Net Loss Per Common Share~~

In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows:

For the Three Months Ended
June 30, 2020

Period from
February 3, 2020
(Inception) through
June 30, 2020

Net loss

$
(131,608
)

$
(157,396
)
Less: net income attributable to common stock subject to redemption

(10,752
)

(10,752
)
Net loss attributable to common stockholders

$
(142,360
)

$
(168,148
)
Weighted-average common shares outstanding, basic and diluted

5,941,006

5,267,762

Net loss per share common share, basic and diluted

$
(0.02
)

$
(0.03
)

~~Cash and Cash Equivalents~~

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

~~Cash and Marketable Securities Held in Trust Account~~Liquidity

As of June 30, ~~2020, the assets held in the Trust Account consisted of money market funds and cash.~~

~~Concentration of Credit Risk~~

~~Financial instruments that potentially subject~~2021, the Company ~~to concentrations~~had approximately $201,890 in cash and cash equivalents. For the three and six months ended June 30, 2021, the net loss of ~~credit risk consist of a cash account~~the Company was $46,058 and $73,494, respectively. Cash flow used in ~~a financial institution, which at times, may exceed federally insured limits.~~operating activities was $32,777 for the six months ended June 30, 2021. The Company ~~has not experienced losses on these accounts~~had positive working capital of $215,362 as of June 30, 2021 primarily as a result of the Business Combination. The current and ~~management believes~~historical operating cash flows, current cash and working capital balances, and forecasted obligations of the Company ~~is not exposed to significant risks on such accounts.~~

~~Financial Instruments~~

~~The fair value~~were considered in connection with management’s evaluation of the Company’s ~~assets~~ongoing liquidity. As a result of the Business Combination, the Company received net proceeds of $216,812 in cash, after paying off the outstanding working capital facilities, the secured promissory note, and ~~liabilities approximates~~unsecured facility agreements. The cash proceeds received from the ~~carrying amounts represented~~transaction are expected to provide sufficient capital to fund planned operations for one year from the date of financial statements issuance.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus, known as COVID-19, a pandemic. The first Delta variant case was identified in December 2020, and the variant soon became the predominant strain of the virus and by the end of July, the Delta variant was the cause of more than 80% of new U.S. COVID-19 cases. In response, most U.S. states have implemented measures to combat the outbreak that have impacted U.S. business operations. As of the date of issuance of the financial statements, the Company’s operations have not been significantly impacted, but the Company continues to monitor the situation. No impairments were recorded as of the balance sheet date, as no triggering events or changes in circumstances had occurred as of period-end; however, due to significant uncertainty surrounding the situation, management’s judgment regarding this could change in the ~~condensed balance sheets primarily due to their short-term nature.~~future. In addition, while the Company’s results of operations, cash flows, and financial condition could be impacted, the extent of the impact cannot be reasonably estimated at this time.

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Note 2 – Summary of Significant Accounting Policies

Use of ~~Estimates~~estimates

The preparation of financial statements in conformity with GAAP requires ~~the Company’s~~ management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Our most significant estimates and judgments involve deferred income taxes, allowance for doubtful accounts, warranty liability, write downs and write offs of obsolete and damaged inventory, valuation of share-based compensation, warrant liabilities, the value of the convertible note derivative liability and the value of the earnout share liability. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those ~~estimates.~~estimates, and such differences could be material to the Company’s financial statements.

~~Offering Costs~~Segment information

~~Offering costs~~Accounting Standards Codification (“ASC”) 280, Segment Reporting, defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses Company forecasts, a financial and operations dashboard, and cash flows as the primary measures to manage the business and does not segment the business for internal reporting or decision making.

Concentrations of credit risk

As of June 30, 2021 and December 31, 2020, one and two customers, respectively, accounted for 53% and 37% of the Company’s total accounts receivable. For the three months ended June 30, 2021 and 2020 three and four customers accounted for 85% and 98%, respectively, of revenues. For the six months ended June 30, 2021 and 2020 two and one customers accounted for 71% and 47%, respectively, of revenues.

Concentrations of supplier risk

As of June 30, 2021 and December 31, 2020 one supplier, respectively, accounted for 20% and 12% of the Company’s accounts payable. For the three months ended June 30, 2021 and 2020 two and one suppliers, respectively, accounted for 37% and 39% of purchases. For the six months ended June 30, 2021 and 2020 two and one suppliers, respectively, accounted for 34% and 41% of purchases.

Cash and cash equivalents

Cash and cash equivalents include cash held in banks and in money market funds. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.

Accounts receivable

Accounts receivable are recorded at invoiced amounts, net of discounts, and allowances. The Company grants credit in the ~~amount~~normal course of ~~$12,747,907~~business to its customers. The Company periodically performs credit analyses and monitors the financial condition of its customers to reduce credit risk and, under certain circumstances, requires collateral to support accounts receivable. The Company reduces the carrying value for estimated uncollectible accounts based on a variety of factors including the length of time receivables are past due, economic trends and conditions affecting the Company’s customer base, and historical collection experience. Specific provisions are recorded for individual receivables when the Company becomes aware of a customer’s inability to meet its financial obligations. The Company writes off accounts

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receivable when they are deemed uncollectible or, in certain jurisdictions, when legally able to do so. The allowance for doubtful accounts balances at June 30, 2021 and December 31, 2020 were $142 and 0, respectively.

Inventories

Inventories consist of ~~legal, accounting, underwriting fees~~raw materials, work in progress, and ~~other~~finished goods and are stated at the lower of cost or net realizable value, with cost determined on the average cost method, which approximates the first-in, first-out (FIFO) method.

The Company records a provision to write-down obsolete inventories equal to the difference between the costs ~~incurred through~~of inventories on hand and the net realizable value based upon assumptions about future sales trends, market and economic conditions, and customer demand. If the estimated inventory net realizable value is less than the net carrying value, the net carrying value is adjusted to net realizable value and the resulting charge is recorded in “cost of revenues.”

Property and equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful asset lives. Leasehold improvements are stated at cost and amortized on the straight-line basis over their estimated economic useful lives or the lease term, whichever is shorter. Costs of enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly. Ordinary repairs and maintenance are expensed as incurred. Depreciation is included in our consolidated statements of operations in “cost of revenues” and “selling, general and administrative” expenses. When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and the resulting gain or loss, if any, is reflected in “other income, net.”

Impairment of long-lived assets

Long-lived assets to be held and used in the Company’s operations are evaluated for impairment when events or circumstances indicate the carrying value of a long-lived asset or asset group is less than the undiscounted cash flows from its use and eventual disposition over its remaining economic life. The Company assesses recoverability by comparing the sum of projected undiscounted cash flows from the use and eventual disposition over the remaining economic life of a long-lived asset or asset group to its carrying value, and records a loss from impairment if the carrying value is more than its undiscounted cash flows. Assets or asset groups to be abandoned or from which no future benefit is expected are written down to zero in the period it is determined they will no longer be used and are removed entirely from service. There were 0 impairments of long-lived assets recognized during the six months ended June 30, 2021 and 2020.

Redeemable convertible preferred stock

Prior to the Business Combination, the Company had redeemable preferred stock outstanding that was classified as temporary equity in the mezzanine section of the balance sheet ~~date that are directly related~~due to the ~~Offering. Offering costs were charged to stockholders’~~contingently redeemable nature of the preferred stock. As described in Note 1, the equity ~~and recorded~~structure has been restated in ~~additional paid-in capital as a reduction~~all comparative periods prior to the ~~gross proceeds received~~Closing Date. For the periods in which the redeemable convertible preferred stock was outstanding, the Company did not believe that the related contingent events and the redemption of the preferred stock was probable to occur and did not accrete the preferred stock to redemption value.

Revenue recognition

The Company develops and produces powertrain systems for urban medium and heavy-duty vehicles, such as delivery trucks and buses. Powertrain systems can either be sold direct to customers or installed and integrated into a vehicle by the Company. The Company transfers control and recognizes revenue for powertrain systems sold direct to customers when the product is shipped “FOB Shipping Point.” When the Company is responsible for vehicle conversions, revenue is recognized upon completion of the ~~Offering.~~conversion and the vehicle is made available to the customer. For vehicle conversions, the components are highly interdependent and interrelated, and conversion requires both the components

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and their installation and integration, which collectively represent the combined output to the customer. The Company also provides chargers as an ancillary supporting product to customers. Revenue for chargers is recognized when the product is drop shipped directly to the customer from the manufacturer. The Company, who controls the customer relationship and product pricing for chargers, is the principal in such transactions and revenue is recognized on a gross basis. From time to time the Company may also sell services associated with the powertrain systems, revenue from which is recognized as the service is transferred to the customer. Service revenue for the three months ended June 30, 2021 and 2020 represented less than 7.4% and 0.3% of total revenue, respectively. Service revenue for the six months ended June 30, 2021 and 2020 represented less than 7.6% and 1.7% of total revenue, respectively.

~~Common Stock Subject~~The Company accounts for shipping and handling costs arranged on behalf of customers as fulfillment costs and records these costs within “cost of revenues” in the accompanying statements of operations. Shipping and handling billed to ~~Possible Redemption~~

~~Common stock subject to mandatory redemption (if any)~~customers is ~~classified as a liability instrument~~included in revenues and is ~~measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within~~not significant.

The following economic factors affect the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outsidenature, amount, timing, and uncertainty of the Company’s ~~control~~revenue and ~~subject to occurrence~~cash flows as indicated:

Type of ~~uncertain future events. Accordingly, as of June 30, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section~~customer: The majority of the Company’s ~~condensed balance sheet.~~sales are directly to fleet customers and fleet service providers. The Company has also sold to certified installers or dealers who install the powertrain components in the vehicles.

~~Stock-based Compensation~~Type of contract: Sales contracts are for goods or services. The majority of contracts are short term (i.e., less than or equal to one year in duration).

~~Stock-based compensation related to restricted stock awards are based on fair value~~Significant Payment Terms

None of ~~common stock on the grant date. The shares underlying~~ the Company’s ~~restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause~~contracts have a significant financing component. Any cash that is received prior to revenue recognition is deferred as deferred revenue (a contract liability) until the ~~completion~~good is delivered or service is rendered.

Returns and Refunds

Consideration paid for goods and/or services that customers purchase from the Company are nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for goods or services, nor does the Company exclude any such amounts from revenue.

Allocating the Transaction Price

The transaction price of a contract is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). Sales taxes collected on sales are recorded as a sales tax liability and are included in “accrued expenses and other current liabilities.” To determine the transaction price of a contract, the Company considers its customary business practices and the terms of the ~~Business Combination. Therefore,~~contract. For the ~~related stock-based compensation~~purpose of determining transaction prices, the Company assumes that the goods and/or services will be ~~recognized upon~~transferred to the ~~completion~~customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified. The Company’s revenue terms do not include retrospective or prospective volume discounts, rights of return, rebates, performance bonuses or other forms of variable consideration.

The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. dollars and payable in cash.

Costs to Obtain or Fulfill a ~~Business Combination, unless the related shares are forfeited prior to~~Contract with a ~~Business Combination occurring.~~

~~Income Taxes~~Customer

The Company ~~follows~~has elected the ~~asset~~practical expedient to expense contract acquisition costs, which consist of sales commissions, which are reported within “selling, general and administrative” expenses.

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Revenue Summary

The following table disaggregates revenue by major source


	Three Months Ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
ZEVs converted
Manufacturing conversions - direct to customer	$	5,350	$	132	$	9,496	$	264
Powertrain systems - direct to customer		130		—		218		—
Powertrain systems - certified installer or dealers		—		780		—		1,320
Charging systems		—		—		2		—
Other		443		(41)		798		(18)
	$	5,923	$	871	$	10,514	$	1,566

Warranties

In most cases, goods that customers purchase from the Company are covered by five-year and 60-thousand-mile limited product warranty.

At the time revenue is recognized, the Company estimates the cost of expected future warranty claims and accrues estimated future warranty costs based upon the historical relationship of warranty claims to sales. The Company periodically reviews the adequacy of its product warranties and adjusts, if necessary, the warranty percentage and accrued warranty liability ~~method~~for actual historical experience. The warranty liability is included in “accrued expenses and other current liabilities” and the cost of ~~accounting~~warranties is included in the “cost of revenues.”

Fair value, measurements, and financial instruments

GAAP for ~~income taxes. Deferred tax assets and liabilities are recognized~~fair value establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the ~~estimated future tax consequences attributable to differences between the~~various valuation techniques (market approach, income approach, and cost approach). The Company’s financial ~~statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax~~ assets and liabilities are measured using ~~enacted tax rates expected~~inputs from the three levels of the fair value hierarchy. The three levels of the hierarchy and the related inputs are as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date.

Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

We categorize fair value measurements within the fair value hierarchy based upon the lowest level of the most significant inputs used to ~~apply~~determine fair value.

An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to ~~taxable~~the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820:

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities

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Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost)

Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing and excess earnings models)

The Company believes its valuation methods are appropriate and consistent with other market participants, however, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and convertible notes payable. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of those instruments. The Company estimates that the current value of the notes approximates fair value based on prevailing market rates.

As of June 30, 2021, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a level 1 input.

During 2021 and as a result of the Business Combination, the Company estimated the fair value of its earnout share arrangement. The earnout shares with performance conditions were valued using the Company’s stock price as of the valuation date. The valuation methodology employed was a Monte Carlo Simulation model (“MCS”) utilizing a Geometric Brownian motion process to capture meeting the various performance conditions. MCS is a technique that uses a stochastic process to create a range of potential future outcomes given a variety of inputs. Stochastic processes involve the use of both predictive assumptions (e.g., volatility, risk-free rate) and random numbers to create outcomes. MCS assumes that stock prices take a random walk and cannot be predicted; therefore, random number generators are used to create random outcomes for stock prices. The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

During 2021 and as a result of the Business Combination, the Company estimated the fair value of private placement Gig warrants. The fair value of the Gig Warrants were determined using the Black-Scholes-Merton option-pricing model (“BSM”) where the share price input represents the Company’s stock price as of the Valuation Date. The BSM is a mathematical model for pricing an option or warrant. In particular, the model estimates the variation over time of financial instruments. The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

During 2021, the Company, estimated the fair value of its derivative associated with the 7.5% $100,000 convertible senior note (the “Convertible Note”). The Convertible Note and embedded conversion option were valued using a Binomial Lattice Model designed to capture incremental value attributed to the conversion options in addition to the value of the Convertible Note. The value of the Convertible Note feature without the conversion feature was valued utilizing the income approach, specifically, the discounted cash flow method. Cash flows were discounted utilizing the U.S. Treasury rate and the credit spread to estimate the appropriate risk adjusted rate. The conversion feature utilizes the Company’s stock price as of the valuation date as the starting point of the valuation. A Binomial Lattice Model was used to estimate our credit spread by solving for a premium to the U.S. Treasury rate that produces a value of the Convertible Note. As of issuance, the value of the Convertible Note and warrants related to the Convertible Note were set to equal $100,000 to solve for the credit spread which is then updated quarterly. The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

Prior to the Business Combination, the Company had common and preferred stock warrants issued in connection with the issuance of debt, the conversion of debt to preferred stock, and the issuance of redeemable convertible preferred stock that were measured and recorded at fair market value as of the date of each transaction. These common and preferred stock warrants were classified in warrant liabilities and were measured and adjusted to their fair market value as of each reporting period as described in the ~~years~~paragraphs below.

The Company estimated the fair value of its common stock, Series C preferred stock, and Series C preferred warrants, which value was used in the determination of the value of warrants issued in connection with certain debt and preferred

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stock transactions and when measuring at the end of the reporting period. The Company considered the measurement of such liability-classified warrants in Level 3 due to significant unobservable inputs in this valuation.

The valuations were based on a combination of the income and market approach allocated to stockholders using an Option Pricing Model and applying a Discount for Lack of Marketability judgement based on the Finnerty put-option model. The key inputs to the valuation models that were utilized to estimate the fair value of the warrant liabilities included volatility, risk free rate, probability of subsequent funding, and discounts for lack of marketability.

These valuations were determined using a Probability Weighted Expected Return Method (PWERM) and a combination of several income and market approaches to determine the enterprise value of the Company. The enterprise value was adjusted for the probabilities of various scenarios/liquidity events that could have occurred and would have to create an overall weighted value of common stock as of each valuation date. Each liquidity scenario had unique probabilities based on the Company’s opinion, which was based on various discussions with potential investors, advisors, and market participants, which included unique facts and circumstances as of the valuation dates. The scenarios included early liquidation, a private merger and acquisition (“M&A”) transaction, staying a privately held company, and a special purpose acquisition company (“SPAC”) transaction/merger.

Each scenario was based on a different valuation methodology based on the unique risks, opportunities and a likely investor’s or market participant’s perspective. These included (a) Early liquidation: based on an Asset Approach using the existing equity value as of the valuation date; (b) Private M&A: based on a guideline transaction (market) approach using an assembled group of comparable transactions and trailing revenue metric/multiples; (c) Stay private: based on a discounted cash flow (income) approach using the Company’s non-SPAC forecast and a market-based discount rate; and (d) SPAC transaction: based on a guideline public company (market) approach using an assembled peer group of comparable companies and forward revenue metrics/multiples. Value was allocated to all outstanding securities through the PWERM using capitalization tables unique to each liquidity scenario.

The preliminary valuation was then discounted by applying a Discount for Lack of Marketability (“DOLM”) based on a Finnerty put-option model to determine a non-marketable, minority value of one share of common stock and one Series C preferred share.

The Company’s non-financial assets, which primarily consist of property and equipment, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable, these along with other non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value.

Beneficial conversion features

The Company followed the beneficial conversion feature guidance in ASC 470-20, which applies to redeemable convertible preferred stock and convertible debt. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date.

The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as interest over the life of the instrument. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

As a result of the Business Combination, the unamortized portion of the beneficial conversion feature was recorded to additional paid-in capital.

Stock-based compensation

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation, under which share based payments that involve the issuance of common stock to employees and

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nonemployees and meet the criteria for equity-classified awards are recognized in the financial statements as share-based compensation expense based on the fair value on the date of grant. The Company issues stock option awards and restricted stock awards to employees and nonemployees.

The Company utilizes the Black-Scholes model to determine the fair value of the stock option awards, which requires the input of subjective assumptions. These assumptions include estimating (a) the length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) expected dividends, and (d) the fair value of a share of common stock prior to the Business Combination. After the closing of the Business Combination, the Company’s board of directors determined the fair value of each share of common stock underlying stock-based awards based on the closing price of the Company’s common stock as reported by the NYSE on the date of grant. The Company has elected to recognize the adjustment to share-based compensation expense in the period in which ~~those~~forfeitures occur.

The assumptions used in the Black-Scholes model are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment (see Note 11). As a result, if other assumptions had been used, the recorded share-based compensation expense could have been materially different from that recorded in the financial statements.

Warrants and Warrant liabilities

As a result of the Business Combination, the Company assumed the liability associated with the Gig warrants. The Company accounts for the warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a “loss (gain) from change in fair value of warrant liabilities” in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to “additional paid-in capital”.

The Lightning Systems common and preferred warrants, prior to the Business Combination, were accounted for in accordance with the authoritative guidance which requires that free-standing financial instruments with certain cash settlement features and/or associated with redeemable convertible preferred stock, which is classified as temporary ~~differences are expected~~equity, to be ~~recovered or settled.~~ recorded at the fair value of the warrants. All outstanding common (with the exception of certain warrants that were issued to vendors discussed below) and all preferred warrants are recorded as “warrant liabilities” based on their fair value on the date of the transaction. See the “Fair value” significant accounting policy for a description of the determination of fair value. Any changes in the fair value of these instruments are reported as “loss (gain) from change in fair value of warrant liabilities.”

Warrants are separated from the host contract and reported at fair value when the warrant is a freestanding financial instrument that may ultimately require the issuer to settle the obligation by transferring assets. Under certain circumstances, most notably in the case of a deemed liquidation, the warrants issued in conjunction with Lightning Systems’ debt and preferred stock transactions may have been ultimately required to be settled by a transfer of assets, and as a result the warrants were reported as liabilities at fair value each reporting period.

Based on the terms of the common and preferred warrant agreements, Lightning Systems determined that all warrants (with the exception of certain warrants issued to vendors) issued are liabilities, and as such, were included in “warrant liability” on the balance sheets and recorded at fair value each reporting period.

In February 2021 the Company granted common warrants to certain vendors for services provided prior to March 31, 2021. Refer to Note 10 – Capital Structure.

As a result of the Business Combination, the remaining outstanding Lightning Systems warrants were converted to the Company’s common stock based on the Exchange Ratio.

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Research and development

Research and development costs are expensed when incurred and consist of engineering personnel and materials.

Advertising

Advertising costs are expensed when incurred and are included in “selling, general and administrative” expenses and total $22 and $51 for the three and six months ended June 30, 2021, respectively, and $22 for the three and six months ended June 30, 2020.

Derivative Liability

The ~~effect~~Company accounts for the embedded conversion feature of the Convertible Note as a derivative liability. Pursuant to ASC 815-15-25-1, the embedded conversion feature meets all three criteria to be bifurcated and accounted for separately from the host instrument, i.e., the Convertible Notes. Because this feature meets all criteria of a derivative instrument, it should be accounted for and recorded as a derivative liability at fair value on the Company’s balance sheet with subsequent changes in fair value recorded in the statement of operations each reporting period.

Earnout Liability

As a result of the Business Combination, the Company recognized additional earnout shares as a liability. Pursuant to ASC 805-30-35-1, the Company determined that the initial fair value of the earnout shares should be recorded as a liability with the offset going to additional paid-in capital and with subsequent changes in fair value recorded in the statement of operations for each reporting period.

Income taxes

Income taxes are accounted for using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of ~~a change in~~temporary differences between the carrying amounts and the tax basis of other assets and liabilities. The Company provides for income taxes at the current and future enacted tax rates ~~is recognized~~and laws applicable in ~~income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.~~

each taxing jurisdiction. The Company ~~prescribes~~uses a ~~recognition threshold~~two-step approach for recognizing and ~~a measurement attribute for the financial statement recognition and measurement of~~measuring tax ~~positions~~benefits taken or expected to be taken in a tax ~~return. For those benefits to be recognized, a~~return and disclosures regarding uncertainties in income tax ~~position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020.~~positions. The Company recognizes ~~accrued~~ interest and penalties related to ~~unrecognized tax benefits as~~ income tax ~~expense. No amounts were accrued~~matters in income tax expense in the consolidated statement of operations.

Net loss per share

Basic earnings (loss) per share (“EPS”) are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the ~~payment~~period. Diluted EPS attributable to common shareholders is computed by adjusting net loss by the weighted average number of ~~interest~~common shares and ~~penalties~~potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options and vesting of restricted stock awards. Anti-dilutive securities are excluded from diluted EPS.

Recent accounting pronouncements issued and adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases, which supersedes the current lease requirements in ASC 840. The ASU requires lessees to recognize a right-to-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet.

The Company adopted ASC 842 on January 1, 2020 using the modified retrospective transition method. In connection with the adoption, the Company recognized right-of-use lease assets of $3,683, net of “other long-term liabilities” of $328, lease liabilities of $4,011, and a transition adjustment that increased the Company’s “accumulated deficit” by $22.

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In December 2019, the FASB issued ASU2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting forincometaxesbyremovingcertainexceptionstothegeneralprinciplesinTopic740.TheguidanceiseffectiveforfiscalyearsbeginningafterDecember15,2020 and interim periods therein, with early adoption permitted. The adoption method is dependent on the specific amendment included in this update ascertain amendments require retrospective adoption, modified retrospective adoption, an option of retrospective or modified retrospective, and prospectiveadoption. The Company adopted this standard effective January 1, 2021, utilizing the prospective method which did not have a material impact on its financialstatements

Recent accounting pronouncements issued not yet adopted

In June 2016, the FASB issued ASU 2016-13 related to the measurement of credit losses on financial instruments and has since modified the standard with several ASUs (collectively, the “credit loss standard”). The credit loss standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The credit loss standard took effect for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As amended in ASU 2019-10, for companies that file under private company guidelines, the credit loss standard will take effect for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018. The adoption of this ASU will require a cumulative-effect adjustment to Accumulated deficit as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company expects to adopt this standard on January 1, 2023 and is currently evaluating the impact this ASU will have on its financial statements

In August 2020, the FASB issued ASU No.2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company expects to adopt this standard on January 1, 2022 and has not yet completed its assessment of the impact of the new standard on the Company’s financial statements.

Note 3 – Reverse Recapitalization

On May 6, 2021, Gig consummated the Business Combination with Lightning Systems, with Lightning Systems surviving the merger as a wholly-owned subsidiary of Gig.

In connection with the Business Combination, certain Gig shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 5,816,664 shares of Gig common stock for gross redemption payments of $58,759. In addition, an investor purchased from the Company 2,500,000 shares of common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $25,000 pursuant to a separate subscription agreement dated as of December 10, 2020 (the “PIPE Financing”). The PIPE Financing investment closed simultaneously with the consummation of the Business Combination.

Upon the closing of the Business Combination, Gig’s certificate of incorporation was amended and restated to, among other things change the name of the corporation to Lightning eMotors, Inc. and to increase the total number of authorized shares of capital stock to 251,000,000, consisting of (a) 250,000,000 of common stock, par value $0.0001 per share and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share.

Immediately prior to the closing of the Business Combination, each issued and outstanding share of Lightning Systems redeemable, convertible preferred stock, was converted into shares of Lightning Systems common stock. This resulted in a conversion of 38,007,793 shares of Lightning Systems redeemable, convertible preferred stock into Lightning Systems common stock. Outstanding Lightning Systems short-term convertible notes were converted into an aggregate of

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5,830,723 shares of Lightning Systems common stock. In addition, Lightning Systems had outstanding warrants that converted into 4,379,795 shares of Lightning Systems common stock.

Upon the closing of the Business Combination, Lightning Systems common stock issued and outstanding was canceled and converted into the right to receive Company common stock (the “Per Share Merger Consideration”) based on the Exchange Ratio. In addition, after closing and subject to the terms and conditions defined below, stockholders of the Company who have received, or are entitled to receive, any per share merger consideration (“Stockholder Earnout Group”) have the contingent right to receive additional 16,463,096 shares of the Company’s common stock to be allocated on a pro rata basis amount the member of the Stockholder Earnout Group. One-third of the earnout shares will be released to the Stockholder Earnout Group on a pro rata basis if on or prior to the fifth anniversary of the closing date the volume weighted average price (“VWAP”) of the Company’s common stock equals or exceed $12.00 per share of twenty of any thirty consecutive trading days. One-third of the earnout shares will be released to the Stockholder Earnout Group on a pro rata basis if on or prior to the fifth anniversary of the closing date the VWAP of the Company’s common stock equals or exceed $14.00 per share of twenty of any thirty consecutive trading days. NaN-third of the earnout shares will be released to the Stockholder Earnout Group on a pro rata basis if on or prior to the fifth anniversary of the closing date the VWAP of the Company’s common stock equals or exceed $16.00 per share of twenty of any thirty consecutive trading days. If these conditions have not been satisfied following the fifth anniversary of the closing date, any stockholder earnout shares remaining will be canceled. As of June 30, 2021, NaN of the contingencies under this agreement have been met and, accordingly, 0 common stock shares have been issued.

Outstanding stock options, whether vested or unvested, to purchase shares of Lightning Systems common stock under the 2019 plan (see Note 11) converted into stock options for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method, Gig was treated as the ‘acquired” company for financial reporting purposes. See Note 2 for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Lightning Systems issuing stock for the net assets of Gig, accompanied by a recapitalization. The net assets of Gig are stated at historical cost, with 0 goodwill or intangible assets recorded.

Prior to the Business Combination, Lightning Systems and Gig filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse acquisition for tax purposes, Lightning Systems became the parent of the consolidated filing group with Gig as a subsidiary.

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six months ended June 30, 2021:


		Recapitalization
Cash - Gig's trust and cash (net of redemptions and transaction costs)	$	117,796
Cash - PIPE Financing		25,000
Net Cash provided by Business Combination and PIPE Financing		142,796
Less: non-cash items charged against additional paid-in capital		(32,995)
Net contributions from Business Combination and PIPE Financing	$	109,801

The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:

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		Number of Shares
Common stock, outstanding prior to Business Combination		25,893,479
Less: redemption of Gig shares		(5,816,664)
Common stock Gig		20,076,815
Shares issued in PIPE Financing		2,500,000
Business Combination and PIPE Financing shares		22,576,815
Lightning Systems shares¹		50,652,890
Total shares of common stock outstanding immediately after Business Combination		73,229,705

¹The number of Lightning Systems shares were calculated using the Exchange Ratio contemplated in the Business Combination of approximately 0.9406.

Note 4 – Inventories

At June 30, 2021 and December 31, 2020, inventories consist of the following:


	June 30, 2021		December 31, 2020
Raw materials	$	6,256	$	4,456
Work in progress		2,236		1,143
Finished goods		633		144
Total inventories	$	9,125	$	5,743

During the three and six months ended June 30, 2021, the Company reduced the cost of certain inventory to net realizable value and recorded a $98 cost reduction, which is included in “cost of revenues.”

Note 5 – Prepaid and Other Current Assets

At June 30, 2021 and December 31, 2020, prepaid and other assets consist of the following:


	June 30, 2021		December 31, 2020
Prepaid insurance	$	3,097	$	47
Vendor deposits		3,153		1,794
Prepaid SPAC transaction costs		—		1,913
Software subscriptions		258		—
Other current assets		651		245
Total prepaid expenses and other current assets	$	7,159	$	3,999

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Note 6 - Property and Equipment

Cost, accumulated depreciation, and the related estimated useful lives of property and equipment as of June 30, ~~2020.~~2021 and December 31, 2020 are as follows:


	June 30, 2021		December 31, 2020		Useful Lives
Machinery and equipment	$	1,336	$	939	7 years
Vehicles		1,466		825	5 years
Leasehold improvements		899		650	5 years
Computer equipment		169		167	3 years
Software		798		116	3 years
Furniture and fixtures		141		126	7 years
Capital projects in progress		429		1,081
Total cost		5,238		3,904
Accumulated depreciation and amortization		(1,528)		(1,289)
Total property and equipment	$	3,710	$	2,615

Depreciation and amortization expense for the six months ended June 30, 2021 and 2020 totaled $350 and $169, respectively, of which $87 and $50, respectively are included in “cost of revenues” and $263 and $119, respectively are included in “selling, general and administrative” expenses. Depreciation and amortization expense for the three months ended June 30, 2021 and 2020 totaled $223 and $92, respectively, of which $49 and $27, respectively are included in “cost of revenues” and $174 and $65, respectively are included in “selling, general and administrative” expenses.

Note 7 - Accrued Expenses and Other Current Liabilities

At June 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consist of the following:


	June 30, 2021		December 31, 2020
Accrued SPAC transaction costs	$	—	$	1,521
Other accrued expense		233		194
Accrued professional services		759		—
Accrued interest		1,089		246
Accrued payroll and benefits		1,068		207
Warranty liability		728		455
Customer deposits		760		267
Total accrued expenses and other current liabilities	$	4,637	$	2,890

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Note 8 – Notes Payable

Notes payable as of June 30, 2021 and December 31, 2020 consist of the following:


	June 30, 2021		December 31, 2020
Convertible Note	$	100,000	$	—
Related party notes
Term note and revolving working capital facility		3,000		6,000
2020 short-term convertible notes payable		—		3,225
Third party notes
2020 short-term convertible notes payable		—		6,454
Unsecured facility agreement		—		1,500
		103,000		17,179
Unamortized debt discount		(35,414)		(1,351)
Total debt less unamortized debt discount		67,586		15,828
Less current portion - related party		—		6,225
Less current portion - third party		—		7,954
Long-term portion	$	67,586	$	1,649
Long-term portion - related party	$	2,952	$	1,649
Long-term portion - convertible note	$	64,634	$	—
Long-term portion - related party	$	67,586	$	1,649

Convertible Note

In conjunction with the Business Combination, the Company entered into the Convertible Note. The Convertible Note has a maturity date of May 15, 2024 and has semi-annual interest payments due May 15 and November 15 of each year starting on November 15, 2021. The Convertible Note has a conversion feature at a conversion price of $11.50 and warrants to purchase up to 8,695,652 shares of common stock for a per share price of $11.50.The Convertible Note has a mandatory conversion option that: a) is exercisable at the option of the Company ~~is currently not aware of any issues under~~

~~review that could result in significant payments, accruals~~on or ~~material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.~~

~~Recent Accounting Pronouncements~~

~~The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on~~after May 15, 2022; b) occurs when the Company’s ~~condensed financial statements.~~

~~3. OFFERING~~

~~On May 18, 2020,~~stock price (1) is greater than 120% of the conversion price of $11.50, or $13.80 for 20 trading days in a period of 30 consecutive trading days and (2) the 30-day average daily trading volume during the applicable exercise period, i.e., consecutive 30 trading day period, is greater than or equal to $3,000; and c) the Company ~~completed~~will make payments in accordance with the ~~closing~~interest make-whole (defined below) amount in cash or issuance of ~~the Offering whereby the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one~~additional share of the Company’s common stock.

The interest make-whole amount means, with respect to the conversion of the Convertible Note, in an amount denominated in U.S. dollars, the sum of all regularly scheduled interest payments, if any, due on such Convertible Note on each interest payment date occurring after the conversion date for such conversion and on or before the maturity date; provided, however, that (A) for these purposes, the amount of interest due on the interest payment date immediately after such conversion date will be deemed to be the following amount: (x) if such conversion date is prior to January 15, 2023, an amount equal to twelve months of interest and (y) if such conversion date is on or after January 15, 2023, any accrued and unpaid interest, if any, at such conversion date, plus any remaining amounts that would be owed to, but excluding, the maturity date in respect of such Convertible Note, including all regularly scheduled interest payments; and (B) if such conversion date occurs after the Company has sent a mandatory conversion notice, then the interest make-whole Amount for such conversion shall be the sum of all regularly scheduled interest payments, if any, due on such Convertible Note on each interest payment date occurring after the conversion date for such conversion to, but excluding, the maturity date.

The fair value of the convertible feature related to the Convertible Note on May 6, 2021 in the amount of $17,063 was recorded as a debt discount and an addition to “additional paid-in capital” on the consolidated balance sheets. The change in fair value for the three and six months ended June 30, 2021 in the amount of $4,267 was recorded as a liability on the consolidated balance sheets and a “loss from change in fair value of derivative” on the consolidated statements of operations. The fair value of the Convertible Note warrants on May 6, 2021 in the amount of $14,522 was recorded as a

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debt discount and an addition to “additional paid-in capital” on the consolidated balance sheets. In addition, there was $5,000 of additional cash debt discount.

Related party term note and working capital facility

In October 2019, the Company entered into a term note and working capital facility (the “Facility”), with a company represented on the board. Under the Facility, the Company may borrow up to $24,000. Borrowings under the Facility, which were $3,000 as of June 30, 2021, are secured by substantially all the Company’s assets, are subject to borrowing base limitations, and require the Company to meet certain covenants. Interest is payable quarterly on borrowings at a fixed annual rate of 15%.

In connection with entering into this Facility, the Company issued warrants in 2020 and 2019, exercisable into 60,241 and 301,205, respectively, shares of Series C preferred stock ~~$0.0001 par~~at the conversion price of $1.66 per share. At the time of issuance, the Company estimated the fair value ~~(“Common Stock”~~of the warrants at $6 and $66, respectively, and has recorded a debt discount, which was being recognized over the life of the Facility borrowings, and a warrant liability, which is adjusted to fair value each reporting period, with the changes in fair value reported as a component of “other income, net.”

During the six months ended June 30, 2021, the Company borrowed an additional $4,000 for a total borrowings of $10,000. As a result of the Business Combination, the Facility was paid down to $3,000 as of June 30, 2021 and the warrants were converted to common stock based on the Exchange Ratio.

Third-party secured promissory note

In February 2021 the Company borrowed $3,000 by entering into a promissory note with a third-party lender. The note was secured by substantially all the Company’s assets and bore an annual interest rate of 20%, of which 10% was to be paid in cash and 10% was to be paid-in-kind by adding such interest to the principal balance. Interest which was to be paid quarterly beginning on April 30, 2021 until the earliest of the following events to occur: the maturity date of February 19, 2022; or 14 days after the closing of the Business Combination as described in Note 1, at which time all outstanding principal and interest was due.

As a result of the Business Combination, the Facility was paid down from $3,000 as of March 31, 2021 to 0 as of June 30, 2021.

Related party 2020 convertible notes payable

In February 2020, the Company borrowed $3,000 in the aggregate under 2 convertible note payable agreements from companies represented on the board. Theses convertible notes bore interest at 8% and were subject to certain covenants. In May 2020, these notes were subject to a mandatory redemption in connection with a qualified equity offering of $3,000, resulting in a conversion into 2,118,819 Series C preferred shares at a weighted average conversion price of $1.42 per share. The mandatory redemption was treated as a debt extinguishment for accounting purposes. To record the extinguishment, the fair value of consideration received and debt relieved was compared to the fair value of consideration paid and equity instruments issued. The fair value of consideration received was greater than the consideration paid. The excess fair value of $1,844 was recorded as a contribution to “additional paid-in capital”.

In connection with the redemption, the Company issued short and long-term warrants, exercisable into 3,614,457 and 831,326, respectively, shares of Series C preferred shares at the conversion price of $1.66 per share. The Company estimated the fair value of the warrants at $336. The change in fair value is reported within “loss (gain) from change in fair value of warrant liabilities.” As a result of the Business Combination, the warrants were converted to common stock based on the Exchange Ratio.

Related and Third-party 2020 short-term convertible notes payable

In August and September 2020, the Company borrowed $9,679 in the aggregate under convertible note purchase agreements from third parties ($6,454) and related parties ($3,225). The related parties include officers, a director, and

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individuals whose companies are represented on the board. These convertible notes bore interest at 8%. Interest is payable monthly, with principal and unpaid interest due June 30, 2021. The notes are convertible into 5,830,723 Series C redeemable convertible preferred shares at the conversion price of $1.66 per share. These notes are subordinate to the related party term note and working capital facility and third-party unsecured facility agreement.

The 2020 short-term notes are convertible into shares of Series C redeemable convertible stock upon the 1) a change in control (“CIC”) having a value in excess of $200,000; 2) a debt or equity financing with aggregated gross proceeds in excess of $10,000; or 3) at maturity. Should the notes be converted at maturity, the debt holders will receive a beneficial conversion feature allowing the conversion at 75% of the lowest issue price. The Company recorded the beneficial conversion feature at its intrinsic value of $3,071 million. This was recorded as a debt discount and an addition to “additional paid-in capital”. During the three and six month ended June 30, 2021, amortization of the debt discount in the amount of $315 and $1,351, respectively, was recorded to “interest expense”, including the remaining discount balance on the date of the Business Combination.

As a result of the Business Combination, these convertible notes were converted to Series C redeemable convertible stock which converted into common stock based on the Exchange Ratio with the balance of $9,679 recorded to “additional paid-in capital”. In addition, the accrued interest through the date of the Business Combination close was forgiven.

Third party unsecured facility agreement

In March 2015, the Company borrowed $1,500 under an unsecured facility agreement. As a result of the Business Combination, the amount outstanding was paid in full.

Debt maturities

The total balance of all debt matures as follows:


Period ending December 31,	Amount
2021 (remainder of the year)	$	—
2022		—
2023		—
2024		103,000
2025		—
	$	103,000

Note 9 – Leases

Operating lease

The Company adopted authoritative guidance related to leases effective January 1, 2020 using the modified retrospective method. The comparative information presented in the financial statements was not restated and is reported under the accounting standards in effect for the six months presented.

The Company leases its manufacturing center, distribution center, and office space (collectively “Operating Facility”) under noncancelable operating leases that expire in February 2027 and contain provisions for future rent increases. The leases related to the Operating Facility require the Company to pay taxes, insurance, utilities, and maintenance costs.

Finance leases

The Company has leased vehicles under finance leases that expire at various dates, with the longest lease ending in the quarter ended June 30, 2021. None of the Company’s leases include a renewal option. The Company’s finance leases do not include variable payments and as a result the Company does not have variable lease payments.

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For financial reporting purposes, minimum lease payments related to the assets have been recorded as inventory raw materials, principally electric battery systems, and have been expensed through “cost of revenues sold” and, as a result, have included the purchase option payments due at the end of the lease terms in the finance lease obligation.

The Company utilized a portfolio approach to discount its lease obligations. The Company assesses the expected lease term at lease inception and discounts the lease using a fully secured annual incremental borrowing rate of 12%, adjusted for time value corresponding with the expected lease term. During the six months ended June 30, 2021, the Company paid off the remainder of the liability related to the vehicle finance leases.

Leases with an original term of twelve months or less are not reported in the consolidated balance sheet with the expense for these short-term leases recognized on a straight-line basis over the lease term.

Right-of-use assets and lease liabilities as of June 30, 2021 consist of the following:


	June 30, 2021
	Operating		Finance
Assets:
Right-of-use assets	$	8,999	$	—
Liabilities
Operating lease obligation - current portion	$	2,100	$	—
Operating lease obligation - long-term portion		8,441		—
Finance lease obligation - current portion		—		0
Total operating and finance lease obligations	$	10,541	$	0

Operating Facility expense for the three and six months ended June 30, 2021 totaled $696 and $1,285, respectively, of which $156 and $289 are included in “cost of revenues”, respectively, $505 and $926 are included in “selling, general and administrative”, and ~~three-fourths (3/4)~~$35 and $70 are included in “research and development” respectively. Facility operating lease expense for the three and six months ended June 30, 2020 totaled $271 and $542, respectively, of ~~one~~which $43 and $87 are included in “cost of revenues”, respectively, $217 and $433 included in “selling, general and administrative”, respectively, and $11 and $22 are included in “research and development”, respectively.

The maturities of the Company’s lease liabilities are as follows:


	June 30, 2021
	Operating		Finance
2021 (remainder of year)	$	1,133	$	0
2022		2,588		0
2023		2,802		0
2024		2,887		0
2025		2,973		0
2026 and thereafter		3,564		—
Total future minimum lease payments		15,947		0
Less: imputed interest		(5,406)		0
Total maturities	$	10,541	$	0

Note 10 – Capital Structure

For the purpose of this Note 10, the “Shares Authorized” and “Warrants” relate to the capital structure of the Company as a result of the Business Combination while the “Redeemable Convertible Preferred Stock – Lightning Systems”, “Warrant Liabilities – Lightning Systems” and “Warrants issued to vendors” relate to the redeemable ~~warrant (a “Public Warrant”).~~convertible preferred stock and warrants issued by Lightning Systems that were converted to common stock of the Company as of the date of the Business Combination.

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Warrants

As of June 30, 2021, there are 24,365,730 warrants outstanding, of which 14,999,970 are public warrants, 8,695,652 are Convertible Note warrants and 670,108 are private placement Warrants. Each whole ~~Public Warrant is exercisable for one~~warrant entitles the registered holder to purchase 1 share of Common Stock at a price of ~~$11.50~~ $11.50 per ~~full share.~~ ~~As a result, increments of four Public Warrants must be exercised in order~~share, subject to ~~obtain whole shares of Common Stock upon the exercise of the Public Warrants. The exercise price of the Public Warrants may be adjusted in certain circumstances~~adjustment as discussed ~~in Note 6.~~ ~~Under the terms of the warrant agreement (the “Warrant Agreement”)~~below. Only whole warrants are exercisable. The warrants will expire at 5:00 p.m., ~~the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination.~~

No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisableNew York City time, on the ~~later~~fifth anniversary of ~~30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after~~ the completion of the Company’s Business Combination, or earlier upon redemption or liquidation. ~~However, if~~

NaN public warrants will be exercisable for cash unless the Company ~~does not complete a Business Combination on or prior to~~has an effective and current registration statement covering the ~~18-month period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. If the Company is unable to deliver registered~~ shares of Common Stock ~~to the holder~~issuable upon exercise of the ~~Public Warrants during the exercise period, there will be no net cash settlement of these Public Warrants~~warrants and ~~the Public Warrants will expire worthless, unless they may be exercised on~~ a cashless basis in the circumstances described in the Warrant Agreement. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’scurrent prospectus relating to such shares of Common ~~Stock equals or exceeds $18.00 per share for any 20 trading days within~~Stock. Notwithstanding the ~~30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders.~~

~~As previously reported on~~foregoing, if a Form S-1/A of the Company, on April 22, 2020, the Company entered into an Amended and Restated Subscription Agreement for Founder Shares, dated April 16, 2020 (the “Subscription Agreement”), by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to acquire 5,735,000 shares of the Common Stock, of the Company, including up to 750,000 Founder Shares that Sponsor agreed to surrender and have cancelled in the event that the Underwriters did not fully exercise the underwriter over-allotment option.

The Underwriters had 45 days from May 13, 2020 to exercise their over-allotment option, which period expired on June 27, 2020. As a result of the Underwriters not exercising their over-allotment option by June 27, 2020, the Sponsor was obligated, pursuant to the terms of the Subscription Agreement, to surrender and cancel all of the 750,000 Founder Shares held by it that it agreed in the Subscription Agreement to surrender and have cancelled in the event that the Underwriters did not exercise such over-allotment option. Such surrender and cancellation occurred on June 29, 2020 as described in the Company’s Form 8-K filed with the SEC on June 30, 2020.

On June 29, 2020, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on July 2, 2020. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “GIK.U”. Any underlying shares of Common Stock and warrants that are separated will trade on the New York Stock Exchange under the symbols “GIK,” and “GIK. WS”, respectively.

~~4. RELATED PARTY TRANSACTIONS~~

~~Founder Shares~~

~~During the period from February 3, 2020 (date of inception) to February 14, 2020, the Founder~~ ~~purchased 5,735,000 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $25~~,~~000, or $0~~.0044 per share. The Company also issued 5,000 shares of Common Stock, solely in consideration of future services, to each of the Insiders pursuant to Insider Shares Grant Agreements dated May 13, 2020 between the Company and each of the Insiders, for an aggregate issuance of 15,000 shares of Common Stock (the “Insider Shares”). ~~The Insider Shares are subject~~ to ~~forfeiture~~ if ~~the~~ ~~individuals resign~~ ~~or the services are terminated for cause~~ ~~prior~~ ~~to the completion of the~~ ~~Business~~ ~~Combination.~~ ~~The Founder Shares~~ are identical to the Common Stock included in the Units being sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Founder has forfeited 750,~~000 Founder Shares because~~ ~~the over-allotment option was not exercised by the Underwriters. Because the entire over-allotment option was not exercised, the forfeiture did not need to~~ be adjusted. Therefore, the Founder and Insiders collectively own approximately 22% of the Company’s issued and outstanding shares after the Offering, the Private Placement, and forfeiture of 750,000 Founder Shares.

~~Private Placement~~

The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 243,479 Private Placement Units, respectively, at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. ~~Each Private Placement Unit consists of one share of the Company’s Common Stock, and~~ ~~three-fourths (3/4) of one warrant (a “Private Placement Warrant”). Each whole Private Placement~~ ~~Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6~~.

No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Private Placement Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders.

The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 12 months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s Business Combination.

Unlike the Public Warrants included in the Units sold in the Offering, if held by the original holder or its permitted transferees, the warrants included in the Private Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the warrants included in the Private Placement Units are held by holders other than the initial holders or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by holders on the same basis as the warrants included in the Offering.

If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders.

~~Administrative Services Agreement and Other Agreements~~

The Company agreed to pay $20,000 a month for office space, administrative services and secretarial support to an affiliate of the Sponsor, GigFounders, LLC. Services commenced on May 14, 2020, the date the securities were first listed on the New York Stock Exchange, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

~~5. COMMITMENTS AND CONTINGENCIES~~

~~Registration Rights~~

On May 13, 2020, the Company entered into a Registration Rights Agreement with its Founder, the Underwriters and Insiders. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Registration Rights Agreement.

~~Underwriters Agreement~~

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the Offering price less underwriting discounts and commissions. On June 27, 2020, the over-allotment option expired and the Underwriters did not exercise the option as described in Note 3.

The Company paid an underwriting discount of $0.20 per Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.40 per Unit, or $8,000,000 in the aggregate. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described below. As further described in Note 4, the Underwriters have purchased 243,479 Private Placement Units, of which each Private Placement Unit consists of one share ~~of the Company’s Common Stock, and~~ ~~three-fourths (3/4) of one Private Placement Warrant, for an aggregate purchase price of $2,434,790.~~

The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination.

~~Related Party Loan~~

The Company entered into a promissory note agreement with the Sponsor under which $100,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest bearing, unsecured and was repaid in full on May 18, 2020.

~~6. STOCKHOLDERS’ EQUITY~~

~~Common Stock~~

The authorized Common Stock of the Company includes up to 100,000,000 shares. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock. As of June 30, 2020, there were 6,977,194 shares of Common Stock issued and outstanding and not subject to possible redemption (of which there are 18,916,285 such shares outstanding as of June 30, 2020).

~~Preferred Stock~~

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2020, there were no shares of preferred stock issued and outstanding.

~~Warrants (Public Warrants and Private Placement Warrants)~~

Warrants will be exercisable for $11.50 per share, and the exercise price and number of Warrant shares issuable on exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.

~~Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new~~ registration statement ~~under~~covering the ~~Securities Act, following the completion of the Company’s initial Business Combination, for the registration~~issuance of the shares of Common Stock issuable upon exercise of the ~~Warrants included~~public warrants is not effective within 90 days from the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The Company filed a Registration Statement on Form S-1 (File No. 333-257237) with the SEC on June 21, 2021, which was declared effective by the SEC on July 6, 2021.

The private placement warrants are identical to the public warrants except that such private placement warrants will be exercisable for cash (even if a registration statement covering the issuance of the warrant shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case so long as they are still held by the sponsor or its affiliates.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the private placement warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and

●

if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The fair value of the private placement warrants on May 6, 2021 in the ~~Units~~amount of $1,253 was recorded as a “warrant liability” and ~~Private Placement Units.~~an addition to “additional paid-in capital” on the consolidated balance sheets. The change in fair value for the three and six months ended 2021 in the amount of $255 was recorded as additional “warrant liability” on the consolidated balance sheets and a “loss from change in fair value of warrant liabilities” on the consolidated statements of operations. The fair value of the Convertible Note warrants on May 6, 2021 in the amount of $14,522 was recorded as a debt discount and an addition to “additional paid-in capital” on the consolidated balance sheets.

Redeemable Convertible Preferred Stock – Lightning Systems

Series A, B and C redeemable convertible preferred shares were eligible for a cumulative annual simple return of 8% (the “preferred return”) on amounts paid to purchase their preferred shares upon a liquidation, winding up or dissolution of Lightning Systems, or if declared by the Board of Directors. NaN preferred dividends had been declared.

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Lightning Systems’s preferred shares were not redeemable at the option of the holders. However, the holders of preferred shares could request that Lightning Systems redeem all outstanding preferred shares in accordance with their liquidation preferences in the event of a deemed liquidation event in which Lightning Systems did not effect a dissolution of Lightning Systems under Delaware General Corporation Law within 90 days after such deemed liquidation event. Deemed liquidation events are defined to include (i) a merger or consolidation in which Lightning Systems is a constituent party, (ii) sale, lease, exclusive license or other disposition or the sale or disposition of substantially all of Lightning Systems’s assets, or (iii) a “change in control” transaction in which then-current stockholders’ controlled less than 50% of the voting power of the entity resulting from the transaction. Accordingly, these shares were considered contingently redeemable and were classified as temporary equity.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of Lightning Systems, any remaining assets of Lightning Systems were to be distributed as follows: (i) first, to holders of Series C preferred shares, an amount equivalent to 1.25 times the original purchase price per share plus the accrued but unpaid preferred return per share; (ii) second, to holders of Series B preferred shares, an amount equivalent to 1.25 times the original purchase price per share plus the preferred accrued but unpaid return per share; (iii) third, to holders of Series A preferred shares, an amount equivalent to 1.00 times the original purchase price per share plus the accrued but unpaid preferred return per share; and (iv) any remaining assets after satisfying the required distributions to preferred stockholders are distributed pro rata among preferred and common stockholders on an if-converted basis.

Series A, Series B and Series C preferred shares were to be convertible into common shares at any time at the option of the holder, and are automatically converted into common shares upon the affirmative election of more than 70% of the Series B and Series C preferred stockholders, or upon the closing of a sale of common shares in an initial public offering (“IPO”) with gross proceeds to Lightning Systems of $50,000 or more accompanied by a listing of such common shares on the Nasdaq’s National Market, the New York Stock Exchange, or another exchange approved by the Board.

See Note 8 – Notes Payable for description of the convertible debt conversion transactions and warrant liabilities under this Note 10 – Capital Structure regarding warrants issued in connection with the preferred share purchases.

In connection with the 2019 Series C preferred stock issued for cash, Lightning Systems issued warrants, exercisable into 702,811 shares of Series C preferred shares at the conversion price of $1.66 per share. Lightning Systems estimated the fair value of the warrants at $155 and recorded a warrant liability, which is reported at fair value at each reporting period, with the change in fair value reported as “loss (gain) from change in fair value of warrant liabilities.”

In connection with the 2020 Series C preferred stock issued in connection with the redemption of related party 2020 convertible notes payable of $3,000 and cash of $3,000 Lightning Systems issued warrants, exercisable into 4,445,783 shares of Series C preferred shares at the weighted average conversion price of $1.42 per share. Lightning Systems estimated the fair value of the warrants at $336 and recorded a warrant liability, which is reported at fair value at each reporting period, with the change in fair value reported as “loss (gain) from change in fair value of warrant liabilities.”

As a result of the Business Combination, the preferred series A, series B and series C shares were converted to common stock based on the Exchange Ratio. As a result, the balances of $18,036, $4,101 and $35,203, respectively were charged to addition paid-in capital.

Warrant Liabilities – Lightning Systems

Lightning Systems issued warrants that enabled the holder to exercise in exchange for common shares or Series C preferred shares. The warrant agreements were reissued on December 31, 2019 upon Lightning Systems’ conversion from an LLC partnership to a C corporation. All terms remained identical. See Note 8 - Notes Payable and under section redeemable convertible preferred stock of this Note 10 for descriptions of the underlying transactions.

Series C warrants were exercisable by the holder at any time at the stated exercise price, which price is subject to adjustment to provide anti-dilution protection to the holder. Upon the closing of an Initial Public Offering (“IPO”), or a merger, sale or other transaction involving substantially all of the assets of Lightning Systems (a “Deemed Liquidation”) the holder may require Lightning Systems to purchase any unexercised warrants at net value equal to the difference

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between the exercise price of the warrant and the proceeds the holder would have otherwise received as a result of the Deemed Liquidation or IPO. Lightning Systems had no obligation to file for registration of the shares issuable upon exercise of the warrant under the Securities Act. NaN fractional shares would be issued upon exercise. If upon exercise, the holder would be entitled to a fractional share, the number of shares issued upon exercise would be rounded to the nearest whole share and the difference settled in cash.

As described above in the redeemable convertible preferred stock section of this Note 10, during the three months ended March 31, 2021 1 of the preferred warrant holders exercised their warrants to purchase 903,614 shares of Series C preferred stock at an exercise price of $1.66 for cash proceeds of $1,500. At the time of the exercise, the fair value of the warrants was deemed to be $5.87-$5.90 per warrant. In connection with the exercise, the warrant liability was reduced by $5,310 with the offset recorded to Series C redeemable convertible preferred stock in addition to the cash proceeds received. During the three and six months ended June 30, ~~2020, there were 15,670,108 Warrants outstanding.~~

~~Stock-based Compensation~~

~~Also included in~~2021 1 of the ~~outstanding~~preferred warrant holders exercised their warrants to purchase 963,855 shares of ~~Common Stock are 15,000 shares issued~~Series C preferred stock at an exercise price of $1.66 for cash proceeds of $1,600. At the time of the exercise, the fair value of the warrants was deemed to be $5.87-$5.90 per warrant. In connection with the exercise, the warrant liability was reduced by $5,658 with the offset recorded to Series C redeemable convertible preferred stock in ~~consideration of future services~~addition to the ~~Insiders,~~cash proceeds received.

Warrants issued to vendors – Lightning Systems

In February 2021, the Board of Directors of Lightning Systems authorized the grant of 125,000 warrants to purchase common stock of Lightning Systems to 3 vendors who ~~are non-employee consultants. These shares are subject~~provided various sales and marketing related services prior to ~~forfeiture if the individuals resign or are terminated for cause prior to~~March 31, 2021. The warrants were immediately exercisable at an exercise price of $6.18 per share and had a contractual life of five years but required conversion upon the completion of the Business Combination. ~~If an initial~~The fair value of the warrants was deemed to be $3.46 on the date of grant using the Black-Scholes option pricing model with the following inputs: value of common share $6.18; exercise price of $6.18 per share; 5 year term; risk-free interest rate of 0.62%; and volatility of 68%. As the warrants were issued for services already provided, the value of the warrants of $433 was expensed to “selling, general and administrative” expense, and offset to “additional paid-in capital” as the warrants were deemed to be equity instruments under ASC 480, Distinguishing Liabilities from Equity. As a result of the Business Combination, ~~occurs~~the outstanding warrants issued to these vendors were converted to common stock.

The following table presents information for the Common and ~~these shares~~Series C preferred warrants, that have ~~not~~ been ~~previously forfeited,~~converted to common stock as a result of the Business Combination, and outstanding Gig private warrants that were assumed in the Business Combination for the six months ended June 30, 2021:

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						Weighted
				Weighted		Average
	Number of	Warrant Fair		Average Exercise		Remaining
	Warrants	Value		Price		Life
Warrants to purchase common stock
Outstanding at December 31, 2020¹	610,202	$	2,270	$	0.27	3.3
Exercise of common warrants¹	(69,232)		(489)	$	0.27	—
Change in fair value	—		3,102		—	—
Issued in connection with the Business Combination as common stock - charged to APIC	(540,970)		(4,883)		—	—
Outstanding at June 30, 2021	—	$	—	$	—	—
Warrants to purchase Series C preferred stock
Outstanding at December 31, 2020¹	5,938,193	$	18,885	$	1.76	2.7
Exercise of warrants to purchase redeemable convertible preferred stock¹	(1,756,526)		(10,968)	$	1.76	—
Change in fair value	—		24,779		—	—
Issued in connection with the Business Combination as common stock - charged to APIC	(4,181,667)		(32,696)		—	—
Outstanding — June 30, 2021	—	$	—		—	—
Private warrants assumed through Business Combination
Outstanding at December 31, 2020	—		—		—	—
Warrants assumed	670,108		1,253	$	11.50	5.0
Change in fair value	—		255		—	—
Outstanding — June 30, 2021	670,108	$	1,508	$	11.50	4.9
Total warrant fair value		$	1,508

¹Warrant amounts have been retroactively restated to give effect to the recapitalization transaction

Note 11 – Stock Options and Stock-Based Compensation

2019 Equity Incentive Plan

The 2019 Equity Incentive Plan (“2019 Plan”) provides for the grant of incentive stock options, non-qualified stock options, and other awards. As of the date of the Business Combination, there were 6,500,000 reserved, 6,154,868 granted, and 345,132 available for grant under the 2019 Plan prior to the Exchange Ratio.

To date the Company has issued incentive stock options to the Company’s employees. Stock option awards are issued with an exercise price equal to the estimated fair market value per share at the date of grant with 4-year vesting schedule and a term of 10 years.

The Company recognizes stock-based compensation expense based on the fair value of the ~~Common Stock~~awards issued at the date of grant and amortized on a straight- line basis as the employee renders services over the requisite service period. Stock-based compensation expense for the three months ended June 30, 2021 and 2020 totaled $128 and $3, respectively, of which $8 and $0, respectively, are included in “cost of revenues”, $16 and $0, respectively in “research and development”, and $104 and $3, respectively is included in “selling, general and administrative” expenses. Stock-based compensation expense for the six months ended June 30, 2021 and 2020 totaled $196 and $6, respectively, of which $13 and $0, respectively, are included in “cost of revenues”, $22 and $0, respectively in “research and development”, and $161 and $6, respectively is included in “selling, general and administrative” expenses.

During the three months ended June 30, 2021 and 2020 stock options of 489,878 and 0 shares, respectively, were exercised. During the six months ended June 30, 2021 and 2020 stock options of 629,457 and 0 shares, respectively, were exercised.

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During the three and six months ended June 30, 2021 the Board of Directors granted 0 and 395,127 stock options to certain executives, one director and various employees. Options granted were valued using a Black-Scholes option pricing model using the following assumptions:


	Six months ended
	June 30, 2021
Expected volatility	68.0	%
Dividend yield	0	%
Risk-free interest rate	0.82	%
Expected life (in years)	6 to 6.25

The weighted average expected term of stock options represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends. The weighted average expected volatility is based on the ~~date the shares vest will be recognized as stock-based compensation in~~historical price volatility of the Company’s ~~statements~~common stock. The weighted average risk-free interest rate represents the U.S. Treasury bill rate for the expected term of ~~operations and comprehensive income when~~ the ~~completion~~related stock options. The dividend yield represents the Company’s anticipated cash dividend over the expected term of the stock options.

As a result of the Business Combination, ~~becomes probable.~~the 2019 plan will be superseded by the 2021 Plan described below.

~~7. FAIR VALUE MEASUREMENTS~~2021 Equity Incentive Plan

In connection with the Business Combination, the stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides the Company the ability to grant incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance units, performance shares, cash-based awards and other stock-based awards. The purpose of the 2021 Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons for performing services and by motivating such persons to contribute to the growth and profitability of the Company and its subsidiaries. As of June 30, 2021, there were 14,041,107 reserved and available for grant under the 2021 Plan.

Note 12 - Income Taxes

The ~~fair value~~provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. There is 0 provision for income taxes because the Company has incurred operating losses since inception. The Company’s effective income tax rate was 0% for the three and six months ended June 30, 2021 and 2020 and the realization of any deferred tax assets is not more likely than not.

Note 13 – Net Loss per Share

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated below because including them would have had an anti-dilutive effect. The following table summarizes the number of underlying shares outstanding for the three and six months ended June 30, 2021 and 2020. As a result of

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the Business Combination, the underlying shares for the three and six months ended June 30, 2020 have been retroactively restated to give effect to the recapitalization based on the Exchange Ratio.


	Three Months Ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Convertible note payable	8,695,652	—	8,695,652	—
Outstanding warrants	24,365,730	—	24,365,730	—
Stock options	3,500,121	4,505,864	3,500,121	4,505,864
Redeemable convertible preferred stock	—	32,816,620	—	32,816,620
Common and preferred Series C warrants	—	7,115,016	—	7,115,016
Total potential anti-dilutive stock	36,561,503	44,437,500	36,561,503	44,437,500

Note 14 – Commitments and Contingencies

The Company is party to one minimum purchase commitment to purchase energy storage systems (“ESS”). The contract has an annual purchase commitment running through 2023. If the Company fails to meet the minimum purchase commitment, the Company has agreed to pay $1,200 per ESS short of the respective year’s minimum purchase commitment.

The Company’s financial commitments under leasing arrangements are described elsewhere within the notes to the financial statements. (see Note 9).

From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business. The Company is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

Note 15 – Subsequent Events

Events occurring subsequent to June 30, 2021 include:

Certain option holders exercised options in exchange for 311,816 shares of common stock for approximately $105 in cash proceeds.

From August 12, 2021 to August 13, 2021, 3 noteholders of the Company’s ~~financial assets and liabilities reflects management’s estimate~~Convertible Note converted an aggregate of ~~amounts that~~$11,000 note principle into an aggregate of approximately 957,000 shares of common stock, pursuant to the terms of the note, at a conversion price of $11.50 per share. In addition, the Company ~~would have received~~has accrued an aggregate amount of $825 in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

~~Level 1:~~

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~Level 2:~~

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

~~Level 3:~~

~~Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.~~

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description:

Level

June 30, 2020

Assets:

Cash and marketable securities held in Trust Account

1

$
202,007,715

The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statements of operations and comprehensive loss for the periods presented.

~~Additionally, there was $13,262 of~~make-whole interest ~~accrued, but not yet credited~~ to the ~~Trust Account, which was recorded in the condensed balance sheet in interest receivable on cash and marketable securities held in the Trust Account as~~noteholders due at settlement.

Table of ~~June 30, 2020.~~Contents

~~Item 2. Management’s Discussion and Analysis of~~ ~~Financial Condition and Results of Operations.~~

LIGHTNING eMOTORS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References ~~in this report (the “Quarterly Report”)~~ to “we,” “us,” “our” or the “Company” ~~refer~~are to ~~GigCapital3,~~Lightning eMotors, Inc. ~~References to our “management” or our “management team” refer to our officers and directors, references to~~, together with its wholly owned subsidiaries, except where the ~~“Sponsor” refer to GigAcquisitions3, LLC, and references to the “Founder” refer to the Sponsor.~~context requires otherwise. The following discussion ~~and analysis of the Company’s financial condition and results of operations~~ should be read in conjunction with ~~the condensed~~our audited consolidated financial statements and the related notes ~~thereto contained elsewhere in this Quarterly Report. Certain information contained~~included in the ~~discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~Prospectus which constituted a part of the Company’s Registration Statement on Form S-1 (File No. 333-257237), which was declared effective by the SEC on July 6, 2021.

~~Special Note Regarding Forward-Looking Statements~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes ~~“forward-looking statements”~~forward-looking statements within the meaning of Section 27A of the Securities Act, ~~of 1933~~ and Section 21E of the Exchange ~~Act that~~Act. Our forward-looking statements include, but are not ~~historical facts, and involve risks and uncertainties that could cause actual results~~limited to, ~~differ materially from those expected and projected. All~~ statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the ~~Company’s financial position, business strategy and the plans and objectives~~future. In addition, any statements that refer to projections, forecasts or other characterizations of ~~management for~~ future ~~operations,~~events or circumstances, including any underlying assumptions, are forward-looking statements. ~~Words such as “expect,~~The words “anticipate,” “believe,” ~~“anticipate,~~“continue,” ~~“intend,~~“could,” “estimate,” ~~“seek,~~“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar ~~words and~~ expressions ~~are intended to~~may identify ~~such forward-looking statements. Such~~ forward-looking statements, ~~relate to future events or future performance,~~ but ~~reflect management’s current beliefs,~~the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on ~~information currently available. A~~our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of ~~factors could cause actual events, performance~~risks, uncertainties (some of which are beyond our control) or ~~results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors~~other assumptions that ~~could~~may cause actual results or performance to ~~differ~~be materially different from those ~~anticipated~~expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, our ability to disrupt the commercial vehicle medium duty powertrain market, our focus in 2021 and beyond; our commercial truck customers; the impact of COVID-19 on long-term objectives; the ability of our solutions to reduce carbon intensity and greenhouse gas emissions and the other risks and uncertainties, including those set forth in the section titled “Risk Factors” under Part II, Item 1A below.

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, please refer to the Risk Factors section of the Company’s final prospectus for our initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention orstatements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or ~~otherwise.~~otherwise, except as may be required under applicable securities laws.

Overview

Lightning eMotors, is a leading electric vehicle designer and manufacturer, providing complete electrification solutions for commercial fleets, including without limitation, Class 3 cargo and passenger vans to Class 6 work trucks, and Class 7 city buses. We are committed to eradicating commercial fleet emissions, one of the top contributors of greenhouse gas emissions in the transportation sector, by providing zero emission Class 3 to 7 battery electric vehicles (“BEV”), fuel cell electric vehicles (“FCEV”)and infrastructure solutions to commercial fleet customers. Our ongoing focus has been on reducing emissions and improving energy efficiency.

We started in 2008 as a manufacturer of hybrid systems for commercial vehicles, and customer feedback in 2017 led us to understand that hybrid systems did not adequately address the growing issue of urban air pollution from commercial vehicle fleets. In 2017 we redirected our efforts to focus exclusively on the attractive market opportunity in zero emission vehicles (“ZEVs”). We leveraged nearly 10 years of extensive knowledge developing and implementing hybrid commercial vehicles to successfully adapt to ZEVs. To date, all of our platforms have been fully certified as ZEVs by the California Air Resource Board, the clean air agency that defines vehicle emissions standards. We currently maintain 6 Executive Orders, which is a requirement to sell ZEVs in California as well as various other states.

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We believe we are the only full-range manufacturer of Class 3 to 7 BEV and FCEV in the United States and provide end-to-end electrification solutions including advanced analytics software and mobile charging solutions. We combine an internally developed optimized modular software with hardware designs that allow us to address the diverse opportunities in the markets in which we operate in a cost-effective manner with a significant time-to-market advantage. We have also built an extensive ecosystem of supply-chain partners and specialty vehicle partners which are instrumental to our growth.

Business Combination and Public Company Costs

Lightning Systems entered into the Business Combination Agreement with Gig and its wholly owned subsidiary Merger Sub, on December 10, 2020. Pursuant to the Business Combination Agreement, the stockholders of Gig approved the transaction on April 21, 2021, and the deal was consummated on May 6, 2021. As a result, Merger Sub, a newly ~~organized Private-to-Public Equity (PPE) company, also known~~formed subsidiary of Gig, was merged with and into Lightning Systems and the separate corporate existence of Merger Sub ceased, and Lightning Systems continued as the surviving corporation of the Business Combination. Lightning Systems was deemed the accounting predecessor and the combined entity became the successor SEC registrant, meaning that Lightning Systems’ financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. On the Closing Date, and in connection with the closing of the Business Combination, Gig changed its name to Lightning eMotors, Inc. (the "Company", "Lightning", “we”, “our” or “us”).

The Business Combination was accounted for as a ~~blank check~~reverse recapitalization. Under this method of accounting, the Company was treated as the acquired company for financial statement reporting purposes. The most significant change in our future reported financial position and results is the increase in cash of approximately $268.3 million, after stockholder redemptions of $58.8 million permitted under the Business Combination Agreement and prior to the payment of non-recurring transaction costs and other payments that totaled approximately $51.5 million.

As a result of the Business Combination, Lightning Systems became a wholly owned subsidiary of the Company, which is a NYSE-listed company with its Common Stock registered under the Exchange Act. We will be required to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Recent Developments and the Covid-19 Pandemic

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. The first Delta variant case was identified in December 2020, and the variant soon became the predominant strain of the virus and by the end of July, the Delta variant was the cause of more than 80% of new U.S. COVID-19 cases. Actions taken around the world to help mitigate the spread of COVID-19 have included restrictions on travel, quarantines in certain areas, work-from-home orders and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which we operate. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to, among other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic.

As the COVID-19 pandemic continues to evolve, the extent of the impact to our business operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the COVID-19 pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond our knowledge and control and, as a result, and at this time, we are unable to predict the cumulative impact, both in terms of severity and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition, but such impact could be material if the current circumstances continue to exist or ~~special purpose acquisition vehicle, incorporated~~worsen over a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in the

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financial statements have been, or will be, materially and adversely impacted in the ~~State~~near term as a result of ~~Delaware~~these conditions, and ~~formed~~if so, we may be subject to future impairment losses related to long-lived assets as well as changes to valuations.

Possible Impairments. No impairments were recorded for three and six months ended June 30, 2021 or 2020, as no triggering events or changes in circumstances had occurred as of such dates. However, due to significant uncertainty surrounding the continued effects of the COVID-19 pandemic, our results of operations, cash flows, and financial condition could be impacted, and the extent of such impact cannot be reasonably estimated.

Partial Shutdowns and Slow-Downs. We are adhering to CDC guidelines that oblige us to shut down any department in which an employee tests positive for COVID-19 for 14 days. In November 2020, we closed our material handling department for two weeks after an employee tested positive. We have also regularly had employees absent from work or working from home on suspected COVID-19 infections. While there have been cases of employees testing positive for COVID-19 in the three and six months ended June 30, 2021, this has not resulted in complete department shutdowns as in the past. The CDC guidelines offer three options for employers to follow when an employee tests positive for COVID-19: 1) a 14-day quarantine before returning to work; 2) a 10-day quarantine before returning to work if the employee is asymptomatic; and 3) a 7-day quarantine if the employee can provide a negative test result taken within 48 hours before returning to work. We are currently utilizing the 7-day quarantine. We have at times, had specific work groups (a group of employees within a department) absent for a week or more due to an employee testing positive, in addition to having had employees absent from work or working from home due to suspected COVID-19 infections.

Supply-Chain Delays. Also, and as a result of the COVID-19 pandemic, we have been experiencing significant delivery delays from our suppliers since April 2020. We increased our raw material inventories to attempt to manage and mitigate this risk. However, several key suppliers have informed us of delivery delays ranging from four to sixteen weeks, that have impacted production in the six months ended June 30, 2021 and may affect the remainder of the year and beyond. Although we are working with our suppliers to minimize the impact, we expect supply chain delays will have a significant impact on our 2021 revenue and possibly thereafter.

Comparability of Financial Information

Our results of operations and statements of assets and liabilities may not be comparable between periods as a result of our ongoing evolution, refinement, and growth of our business operations within the electric commercial vehicle industry. While historically, we developed hybrid systems for commercial vehicles, during 2017, we refocused our business to produce the ZEV powertrain systems and phased-out the production of hydraulic hybrid upfit systems. During 2019, we increased the physical and production capabilities of our Loveland, Colorado facility, in preparation of the installation and integration of ZEV powertrain systems into vehicles beginning in 2020. This change significantly reduced the use and reliance on certified installer or dealers. In conjunction with the transition to using the Loveland plant for comprehensive production, we have continually improved our production technology, processes, and productivity and have invested in the supporting personnel and other infrastructure.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but these factors pose risks and challenges, including those set forth in the section titled “Risk Factors”under Part II, Item 1A below.

Commercial Launch of Medium-Duty Trucks and other products

In 2020, we attained revenue commercialization of our ZEVs, with 72 customer-ordered Class 3 to Class 7 commercial vehicles sold during the year ended December 31, 2020. During the three months ended June 30, 2021 we sold 36 and 1 Class 3 to 7 commercial vehicles and powertrain systems, respectively. During the six months ended June 30, 2021, we sold and 67 and 2 Class 3 to 7 commercial vehicles and powertrain systems, respectively. We will require substantial additional capital to develop our products and services, including those for orders in our revenue backlog, fund the growth and scaling of our manufacturing facilities, fund operations for the ~~purpose~~foreseeable future and possible acquisitions.

Table of ~~acquiring, engaging in~~Contents

Until we can generate sufficient cash flow from operations, we expect to finance our operations through a ~~share exchange, share reconstruction and amalgamation with, purchasing all or substantially all~~combination of the assets of, or engaging in any other similar business combination with one or more businesses or entities. We have not identified an acquisition target. We intend to effectuate our initial Business Combination using cash from themerger proceeds from the ~~sale~~Business Combination, the PIPE Financing, the Convertible Note investment, secondary public offerings, debt financings, collaborations, and licensing arrangements. The amount and timing of ~~units (the “Units”)~~our future funding requirements depend on many factors, including the pace and results of our development efforts and our ability to scale our operations. We are also in the process of expanding our current manufacturing facility. Any delays in the successful completion of our manufacturing facility will impact our ability to generate revenue.

Customer Demand/Backlog

As of June 30, 2021 and 2020, we had an order backlog including full vehicle powertrain system conversions, powertrain systems to be sold directly to customers and charging systems of approximately 1,600 and 263, respectively.

Our backlog is comprised of non-binding agreements and purchase orders from customers. We believe the amounts included in backlog are firm, even though some of these orders are non-binding and may be cancelled or delayed by customers without penalty. We may elect to permit cancellation of orders without penalty where management believes it is in our ~~initial public offering (the “Offering”), the sale~~best interest to do so. On a case-by-case basis and at our sole discretion, we have held partial deposits for purchase orders from customers.

The realization and timing of the units (the “Private Placement Units”) to our Founder and Underwriters, the sale of common stock to our Founder, our common equity or any preferred equity that we may create in accordance with the termsrecognition of our charter documents, debt, or a combination of cash, common or preferred equity and debt. The Units sold in the Offering each consisted of one share of common stock, and three-fourths (3/4) of one redeemable warrant to purchase our common stock (no fractional shares will be issued upon exercise of the warrants). The Private Placement Units were substantially similar to the Units sold in the Offering, but for certain differences in the warrants included in each of them. For clarity, the warrants included in the Units are referred to herein as the “public warrants”, and the warrants included in the Private Placement Units are referred to herein as the “private warrants”.

~~The issuance of additional shares of common stock or the creation of one or more classes of preferred stock during our initial Business Combination:~~

~~may significantly dilute the equity interest of investors in this Offering who would not have pre-emption rights in respect of any such issue;~~

may subordinate the rights of holders of common stock if the rights, preferences, designations and limitations attaching to the preferred shares are senior to those afforded our shares of common stock;

~~could cause a change in control if a substantial number of shares of common stock are issued, which may affect,~~backlog is dependent, among other things, ~~our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;~~

~~may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and~~

~~may adversely affect prevailing market prices for our shares of common stock.~~

~~Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:~~

~~default and foreclosure~~ on ~~our assets if our operating revenues after our initial Business Combination are insufficient to repay our debt obligations;~~

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;~~

~~our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting~~ our ability to obtain ~~such financing while~~and secure a steady supply of components used in our manufacturing process. Accordingly, revenue estimates and the ~~debt security~~amount and timing of work we expected to be performed at the time the estimate of backlog is ~~outstanding;~~developed is subject to change. As a result, the backlog may not be indicative of future sales and can vary significantly from period to period. In addition, it is possible that the methodology for determining the backlog may not be comparable to methods used by other companies.

Components of Results of Operations

Revenues

Our revenue generation has evolved over time along with our ~~inability to pay dividends on our shares~~business model. During the three and six months ended June 30, 2021, revenue was derived from the installation and integration of ~~common stock;~~

~~using a substantial portion~~all-electric powertrains within commercial vehicles, the sale of our ~~cash flow to pay principal~~all-electric powertrain systems, and ~~interest on our debt, which will reduce~~ the ~~funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions~~sales of chargers, an ancillary product. During the three and ~~other general corporate purposes;~~

~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~

~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

~~We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.~~

~~Results of Operations and Known Trends or Future Events~~

~~We have neither engaged in any operations nor generated any revenues to date. For the period from February 3, 2020 (date of inception) through~~six months ended June 30, 2020, our ~~only activities have been organizational activities, those necessary to prepare~~revenue was primarily derived from selling vehicles with our all-electric powertrains, telematics and analytic systems along with the sales of chargers.

Weanticipatederivingfuturerevenuefromthefollowingbusinesslines.

•

DirectSalesofCommercialZEVs:ThesalesofelectricvehiclesinClasses3to7,all-electricpowertrain systemsforvehiclesinClasses3to7 and accessories.

•

Powertrain SystemsforOEMs:ThesalesofelectricpowertrainstoourOEMpartners,includingtechnologylicenses,andtrainingtheOEMtechnicians on how toinstallthepowertrainswithintheOEMs’manufacturingfacilities.

•

Telematics and Analytics:Ourproprietaryanalyticsplatform,whichisinstalledineachvehicleandpowertrainsold,allowsustocollectandoptimizedrive cycle and vehicle performance data. This data provides drivers and fleet operators meaningful real-time recommendations about how toimprovevehicleperformance,routes,andchargingstrategies and scale their electric vehicle fleets.Ouranalyticsofferingwillbeofferedonasubscriptionbasis,which we expect to have highuptakeratesandverylimitedchurn.

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Cost of Revenues

Cost of revenues includes direct costs (parts, material, and labor), indirect manufacturing costs (manufacturing overhead, depreciation, plant operating lease expense, and rent), shipping, field services, and logistics costs, and provision for estimated warranty expenses.

Research and Development Expense

Research and development expenses consist primarily of costs incurred for the ~~Offering~~discovery and development of our electrified powertrain solutions and the production thereof, which principally include personnel-related expenses including salaries, benefits, travel and stock-based compensation, for personnel performing research and development activities and expenses related to ~~identify a target business~~materials and supplies.

We expect our research and development expense to increase for the ~~Business Combination.~~ foreseeable future as we continue to invest in research and development activities to achieve our operational and commercial goals.

Selling, General and Administrative Expense

Selling, general and administrative expenses consist of personnel-related expenses for our corporate, executive, engineering, finance, sales, marketing, program management support, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for information technology, facilities, depreciation, amortization, travel, and sales and marketing costs. Personnel- related expenses consist of salaries, payroll taxes, benefits, and stock-based compensation.

We ~~do not~~ expect our selling, general and administrative expenses to ~~generate any operating revenues until after completion~~increase for the foreseeable future as we increase headcount and expenses with the growth of our ~~initial Business Combination. We expect to generate non-operating income in~~business, buildout of the form of interest income on cash and marketable securities held in the Trust Account at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee, which was funded after the Offering to hold an amount of cash and marketable securities equal to that raised in the Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the datemanufacturing facilities, refinement of our ~~audited balance sheet~~production processes, drive for productivity improvements, acquisition of ~~May 18, 2020 as filed with~~new and retention of existing customers and the ~~SEC on May 26, 2020. We expect to incur increased expenses as a result~~additional costs of being a public ~~company (for legal,~~company.

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Interest Expense

Interest expense consists of interest paid, the amortization of debt issuance costs, debt discounts attributable to the bifurcation of warrants issued, and an embedded beneficial conversion feature. The notes payable included, over the periods presented, the Convertible Note, a related party term loan and working capital facility, the Facility, a third party secured promissory note and various convertible notes payable, as described in more detail in Note 8 to our consolidated financial ~~reporting, accounting~~statements for the three and ~~auditing compliance)~~six months ended June 30, 2021 and 2020.

Results of Operations

Comparison of Three Months Ended June 30, 2021 and 2020

The following table sets forth our historical operating results for the periods indicated:


	Three Months Ended June 30,				$
	2021		2020		Change		% Change

		(dollar amounts in thousands)
Revenues	$	5,923	$	871	$	5,052	580.0	%
Cost of revenues		7,048		1,423		5,625	395.3	%
Gross loss		(1,125)		(552)		(573)	103.8	%
Operating expenses
Research and development		743		212		531	250.5	%
Selling, general and administrative		16,026		1,966		14,060	715.2	%
Total operating expenses		16,769		2,178		14,591	669.9	%
Loss from operations		(17,894)		(2,730)		(15,164)	555.5	%
Other expenses
Interest expense		3,940		46		3,894	nm*
Loss (gain) from change in fair value of warrant liabilities		7,596		(4)		7,600	nm*
Loss from change in fair value of derivative		4,267		—		4,267	nm*
Loss from change in fair value of earnout liability		12,376		—		12,376	nm*
Other expense, net		(15)		—		(15)	nm*
Total other expenses		28,164		42		28,122
Net loss	$	(46,058)	$	(2,772)		(43,286)

*not meaningful

Revenues

Our total revenue increased by $5.0 million, or 580%, ~~as well as for due diligence expenses.~~

~~For~~from $0.9 million during the three months ended June 30, 2020 ~~we had net loss~~to $5.9 million during the three months ended June 30, 2021. The increase in the revenues was principally related to the sale of ~~$131,608, which consisted~~36 complete commercial electric vehicles and 1 powertrain system during the three months ended June 30, 2021 as compared to the sale of ~~operating expenses~~9 complete commercial electric vehicles during the three months ended June 30, 2020.

Cost of ~~$146,326 and a provision for income taxes~~Revenues

Cost of ~~$6,259 that were~~revenues increased by $5.6 million, or 395%, from $1.4 million during the three months ended June 30, 2020 to $7.0 million during the three months ended June 30, 2021. The increase in the cost of revenues was primarily related to an increase in revenue during the three months ended June 30, 2021, as compared to the comparable period in 2020. This increase was partially offset by ~~interest income on marketable securities held~~the change in our product mix from the direct sales of electric conversion (installation and integration) of electric vehicles and reductions in our direct cost of manufacturing through technology and process improvements.

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Research and Development

Research and development expenses increased by $0.5 million or 251% from $0.2 million in the ~~Trust Account of $20,977.~~

~~For the period from February 3, 2020 (date of inception) through~~three months ended June 30, 2020 to $0.7 million in the three months ended June 30, 2021. The increase was primarily due to an increase in our engineering headcount year-over-year, as we ~~had a net loss~~continue to advance the development and design of ~~$157,396, which consisted~~our vehicles, refine and improve our production processes, product testing and enhance our in-house engineering capabilities.

Selling, General and Administrative

Selling, general and administrative expenses increased by $14.1 million or 715% from $1.9 million during the three months ended June 30, 2020 to $16.0 million during the three months ended June 30, 2021, primarily due to the increase in professional services associated with the Business Combination process in the amount of $9.1 million. In addition, we have increased our headcount in administration and sales to support the growing sales, backlog and production.

Interest Expense

Interest expense increased to $3.9 million for the three months ended June 30, 2021. The increase was mainly due to $2.3 million of accrued interest and the amortization of the discount related to the Convertible Note not present in the prior year, and $0.9 million for the early payment of interest associated with indebtedness paid off in connection with the Business Combination.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities totaled $7.6 million during the three months ended June 30, 2021 due to the change of fair value, in the amount of $7.3 million, of the outstanding common and preferred warrants underlying the warrant liabilities. The significant increase is related to the increase in the fair value of our common and preferred stock prior to the close of the Business Combination. In addition, $0.3 million relates to the warrants acquired from Gig in the Business Combination.

Change in Fair Value of Convertible Note Derivative Liabilities

Change in fair value of convertible note derivative liabilities totaled $4.3 million during the three months ended June 30, 2021 and reflected the impact of the marking-to-market of the underlying derivative embedded in the Convertible Note.

Change in Fair Value of Convertible Earnout Liability

Change in fair value of convertible earnout liability totaled $12.4 million during the three months ended June 30, 2021 and reflected the impact of the marking-to-market of the earnout shares.

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Comparison of Six Months Ended June 30, 2021 and 2020

The following table sets forth our historical operating ~~expenses~~results for the periods indicated:


	Six Months Ended June 30,
	2021		2020		Change		% Change

	(dollar amounts in thousands)
Revenues	$	10,514	$	1,566	$	8,948	571.4	%
Cost of revenues		12,366		2,275		10,091	443.6	%
Gross loss		(1,852)		(709)		(1,143)	161.2	%
Operating expenses
Research and development		1,391		455		936	205.7	%
Selling, general and administrative		19,946		4,215		15,731	373.2	%
Total operating expenses		21,337		4,670		16,667	356.9	%
Loss from operations		(23,189)		(5,379)		(17,810)	331.1	%
Other expenses
Interest expense		5,551		380		5,171	nm*
Loss (gain) from change in fair value of warrant liabilities		28,135		(170)		28,305	nm*
Loss from change in fair value of derivative		4,267		—		4,267	nm*
Loss from change in fair value of earnout liability		12,376		—		12,376	nm*
Other expense, net		(24)		(1)		(23)	nm*
Total other expenses		50,305		209		50,096
Net loss	$	(73,494)	$	(5,588)		(67,906)

*not meaningful

Revenues

Our total revenue increased by $8.9 million, or 571%, from $1.6 million during the six months ended June 30, 2020 to $10.5 million during the six months ended June 30, 2021. The increase in the revenues was principally related to the sale of ~~$172,114~~67 complete commercial electric vehicles and ~~a provision for income taxes~~2 powertrain systems during the six months ended June 30, 2021 as compared to the sale of ~~$6,259 that were~~10 complete commercial electric vehicles and 5 powertrain systems during the six months ended June 30, 2020.

Cost of Revenues

Cost of revenues increased by $10.1 million, or 443%, from $2.3 million during the six months ended June 30, 2020 to $12.4 million during the six months ended June 30, 2021. The increase in the cost of revenues was primarily related to an increase in revenue during the six months ended June 30, 2021, as compared to the comparable period in 2020. This increase was partially offset by ~~interest income on marketable securities held~~the change in our product mix from the direct sales of electric conversion (installation and integration) of electric vehicles and reductions in our direct cost of manufacturing through technology and process improvements.

Research and Development

Research and development expenses increased by $0.9 million or 206% from $0.5 million in the ~~Trust Account~~six months ended June 30, 2020 to $1.4 million in the six months ended June 30, 2021. The increase was primarily due to an increase in our engineering headcount year-over-year, as we continue to advance the development and design of ~~$20,977.~~our vehicles, refine and improve our production processes, product testing and enhance our in-house engineering capabilities.

Selling, General and Administrative

Selling, general and administrative expenses increased by $15.7 million or 373% from $4.2 million during the six months ended June 30, 2020 to $19.9 million during the six months ended June 30, 2021, primarily due to the increase in

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professional services associated with the Business Combination process in the amount of $9.1 million. In addition, we have increased our headcount in administration and sales to support the growing sales, backlog and production.

Interest Expense

Interest expense increased by $5.2 million from $0.4 million during the six months ended June 30, 2020 to $5.6 million during the six months ended June 30, 2021. The increase was mainly due to $2.3 million of accrued interest and the amortization of the discount related to the $100 million Convertible Note not present in the prior year, $1.3 million in amortization of the discount associated with the convertible notes converted at the close of the Business Combination, and $0.9 million for the early payment of interest associated with loans paid off in the Business Combination.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities totaled $28.3 million during the three months ended June 30, 2021 due to the change of fair value, in the amount of $28.0 million, of the outstanding common and preferred warrants underlying the warrant liabilities. The significant increase is related to the increase in the fair value of our common and preferred stock prior to the close of the Business Combination. In addition, $0.3 million relates to the warrants acquired from Gig in the Business Combination.

Change in Fair Value of Convertible Note Derivative Liabilities

Change in fair value of convertible note derivative liabilities totaled $4.3 million during the six months ended June 30, 2021 and reflected the impact of the marking-to-market of the underlying derivative embedded in the Convertible Note.

Change in Fair Value of Convertible Earnout Liability

Change in fair value of convertible earnout liabilities totaled $12.4 million during the six months ended June 30, 2021 and reflected the impact of the marking-to-market of the earnout shares.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information among other operational metrics to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

Adjusted Loss from Operations and Adjusted Net Loss

Adjusted loss from operations is defined as loss from operations before stock-based compensation and other non-recurring costs determined by management, such as Business Combination related expenses. Adjusted net loss is defined as net loss adjusted for stock-based compensation expense, gains or losses related to the change in fair value of warrant, derivative and earnout share liabilities, and certain other non-recurring costs determined by management, such as Business Combination related expenses. Adjusted loss from operations and adjusted net loss are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. We believe that using adjusted loss from operations and adjusted net loss provide an additional tool for investors to use in evaluating ongoing operating results and trends while comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating adjusted loss from operations and adjusted net loss we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of adjusted loss from operations and adjusted net loss may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate adjusted loss from operations in the same fashion.

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Because of these limitations, adjusted loss from operations and adjusted net loss should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using adjusted loss from operations and adjusted net loss on a supplemental basis. You should review the reconciliation of net loss to adjusted loss from operations and adjusted net loss below and not rely on any single financial measure to evaluate our business.

The following table reconciles loss from operations to adjusted loss from operations for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

	(dollar amounts in thousands)
Loss from operations	$	(17,894)	$	(2,730)	$	(23,189)	$	(5,379)
Adjustments:
Stock-based compensation		128		3		196		6
Business Combination expense		9,098		—		9,098		—
Adjusted loss from operations	$	(8,668)	$	(2,727)	$	(13,895)	$	(5,373)

The following table reconciles net loss to adjusted net loss for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Loss	$	(46,058)	$	(2,772)	$	(73,494)	$	(5,588)
Adjustments:
Stock-based compensation		128		3		196		6
Business Combination expense		9,098		-		9,098		-
Loss (gain) from change in fair value of warrant liabilities		7,596		(4)		28,135		(170)
Loss from change in fair value of derivative		4,267		-		4,267		-
Loss from change in fair value of earnout liability		12,376		-		12,376		-
Adjusted net loss	$	(12,593)	$	(2,773)	$	(19,422)	$	(5,752)

Liquidity and Capital Resources

OnSince inception, we have financed our operations primarily from debt financing and the sales of common and convertible preferred shares. We closed the Business Combination on May ~~18, 2020,~~6, 2021 pursuant to which we ~~consummated the closing~~added $216.8 million of ~~the Offering with the delivery~~cash, net of 20,000,000 Units at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Offering, we consummated the closing of the Private Placement with the sale of 650,000 Private Placement Units at a price of $10.00 per unit to our Founder and sale of 243,479 Private Placement Units at a price of $10.00 per unitredemptions, to the ~~Underwriters, generating aggregated gross proceeds of $8,934,790.~~

Following the closing of the Offering and the Private Placement, a total of $202,000,000 was placed in the Trust Account. We incurred $12,785,179 in offering related costs, including $4,000,000 of underwriting fees, $8,000,000 of deferred underwriting fees, and $785,179 of other costs. Subsequently to the closing of the Offering, offering costs of $785,179 accrued for at the closing of the Offering were reduced to $747,907, of which $100,000 was included in accrued liabilities in our condensed balance ~~sheet as of June 30, 2020. Therefore, total transaction costs amounted to $12,747,907.~~sheet.

As of June 30, ~~2020, we held~~2021, our principal sources of liquidity were our cash and ~~marketable securities~~cash equivalents in the amount of ~~$202,007,715 (including $7,715~~$201.9 million.

We believe our cash and cash equivalents balance will be sufficient to continue to execute our business strategy over the next twelve-month period.

We will require substantial additional capital to develop our products and services, including those for orders in our revenue backlog, fund the growth and scaling of ~~interest earned)~~our manufacturing facilities, fund operations for the foreseeable future and possible acquisitions. Until we can generate sufficient cash flow from operations, we expect to finance our operations through a combination of merger proceeds from the Business Combination, the PIPE Financing, the Convertible Note investment, secondary public offerings, debt financings, collaborations, and licensing arrangements. The amount and timing of our future funding requirements depend on many factors, including the pace and results of our development efforts and our ability to scale our operations. We are also in the ~~Trust Account and interest receivable~~process of $13,262. The marketable securities consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Interest income earned from the funds heldexpanding our current manufacturing facility. Any delays in the ~~Trust Account may be~~successful completion of our manufacturing facility will impact our ability to generate revenue.

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The following table provides a summary of cash flow data (in thousands):


	Six Months Ended June 30,
	2021		2020

	(dollar amounts in thousands)
Net cash used in operating activities	$	(32,777)	$	(6,041)
Net cash used in investing activities		(1,436)		(1,077)
Net cash from financing activities		235,643		7,206
Net increase in cash	$	201,430	$	88

Cash Flows used ~~by us to pay taxes. For the period from February 3, 2020 (date of inception) through June 30, 2020, we did not withdraw any funds from the interest earned on the Trust Account.~~in Operating Activities

~~For the period February 3, 2020 (date of inception) through June 30, 2020,~~Net cash used in operating activities for the six months ended June 30, 2021 and 2020 was ~~$354,812, consisting~~$32.8 million and $6.0 million, respectively. Cash flows from operating activities are significantly affected by the revenue levels, mix of ~~a net loss of $157,396~~products and ~~interest earned on marketable securities held~~services, and investments in the ~~Trust Account of $20,977 that were partially offset by decrease~~business in research and development and selling, general and administrative costs in order to develop products and services, improve manufacturing capacity and efficiency, and support revenue growth. With respect to the six months ended June 30, 2021, significant increases in net cash used in operating ~~assets~~activities, in comparison to the corresponding prior period, were principally driven by increases in cost of revenues and ~~liabilities~~selling, general and administrative expenses, as described in more detail above.

Cash Flows Used In Investing Activities

Net cash used in investing activities for the six months ended June 30, 2021 and 2020 was $1.4 million and $1.1 million, respectively. Cash flows from investing activities relate to capital expenditures to support revenue growth as we invest in and expand our business and infrastructure.

Cash Flows from Financing Activities

Net cash from financing activities for the six months ended June 30, 2021 was $235.6 million, which was due to net proceeds of $176,439, including reduction in our prepaid operating expenses of $136,648 and other non-current assets of $101,834 that were partially offset by increase in accounts payable, including payable to related parties, and accrued liabilities of $55,784, and income taxes payable of $6,259.

~~We intend to use substantially all of~~$142.8 million from the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable by us), to acquire a target business or businesses to complete our initial Business Combination and to pay our expenses relating thereto. We may withdraw interest to pay taxes. We estimate our annual franchise tax obligations to be approximately $200,000. Our annual income tax obligations will depend onPIPE Financing, proceeds of $95.0 million from the amount of interest and other income earned on the amounts held in the Trust Account. To the extent that our capital stock is used in whole or in part as consideration to affect our initial Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operationsissuance of the ~~target business or businesses. Such working capital funds could be used~~Convertible Note (See Note 8), proceeds from Facility borrowings of $7.0 million, proceeds from the exercise of warrants of $3.3 million, offset by payments on our previous outstanding notes payable of $11.5 million and payments related to lease obligations of $1.0 million. Net cash from financing activities for the six months ended June 30, 2020 was $7.2 million and consisted of proceeds from the redemption of convertible notes payable and Series C redeemable convertible preferred stock and warrant of $3.0 million, proceed convertible notes $3.0 million, proceeds from Facility borrowings of $1.0 million and proceeds for the issuance of Series C redeemable convertible preferred stock of $0.2 million.

Contractual Obligations and Commitments

The following table summarizes our long-term contractual obligations associated with our notes payable and operating leases and purchase commitments as of June 30, 2021, and the years in ~~a variety~~which these obligations are due:


			Year		Years		Years		More than
	Total		1		2-3		4-5		5 Years

	(dollar amounts in thousands)
Contractual obligations:
Notes payable
Term note and revolving working capital facility	$	3,000	$	—	$	—	$	3,000	$	—
Convertible note		100,000		—		—		100,000		—
Purchase commitments		22,308		6,208		16,100		—		—
Leases
Operating leases		15,947		2,418		5,546		5,948		2,035
	$	141,255		8,626	$	21,646	$	108,948	$	2,035

Table of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.Contents

Backlog

As of June 30, 2021 and 2020, we had ~~cash~~an order backlog including full vehicle powertrain system conversions, powertrain systems to be sold directly to customers and charging systems of ~~$1,957,071 held outside the Trust Account.~~approximately 1,600 and 263, respectively.

Our backlog is comprised of non-binding agreements and purchase orders from customers. We believe the amounts included in backlog are firm, even though some of these orders are non-binding and may be cancelled or delayed by customers without penalty. We may elect to permit cancellation of orders without penalty where management believes it is in our best interest to do so. On a case-by-case basis and at our sole discretion, we have held partial deposits for purchase orders from customers.

The realization and timing of the recognition of our backlog is dependent, among other things, on our ability to obtain and secure a steady supply of components used in our manufacturing process. Accordingly, revenue estimates and the amount and timing of work we expected to be performed at the time the estimate of backlog is developed is subject to change. As a result, the backlog may not be indicative of future sales and can vary significantly from period to period. In addition, it is possible that the ~~proceeds~~methodology for determining the backlog may not ~~held in the Trust Account will~~ be ~~sufficient~~comparable to ~~allow us to operate for at least 18 months from the closing date~~methods used by other companies.

A summary of our backlog as of each of the ~~Offering, assuming that a Business Combination~~reporting periods is not consummated during that time. Over this time period, we intend to use these funds primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.as follows:


	Six Months Ended June 30,
	2021		2020
Backlog
Units		1,600		263
Dollars (weighted value - in thousands)	$	168,402	$	25,995

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In order to finance operating and/or transaction costs in connection with a Business Combination, our Sponsor, executive officers, directors, or their affiliates may, but are not obligated to, loan us funds. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units.

~~Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

Off-Balance Sheet Arrangements

~~As of June 30, 2020, we~~We have not ~~entered into~~engaged in any off-balance sheet ~~financing arrangements. We do not participate~~arrangements, as defined in ~~transactions that create relationships with unconsolidated entities or~~the rules and regulations of the SEC.

Critical Policies and Estimates

Our discussion and analysis of our financial ~~partnerships, often referred to as variable interest entities,~~condition and results of operations are based upon our financial statements, which ~~would~~ have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual Obligations~~

As of June 30, 2020, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $20,000 for office space, administrative services and secretarial support. We began incurring these fees on May 14, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination or the liquidation of the Company.

~~Critical Accounting Policies~~

~~The preparation of financial statements and related disclosures~~prepared in ~~conformity~~accordance with ~~accounting~~GAAP. These principles ~~generally accepted in the United States of America (“GAAP”) requires management~~require us to make certain estimates and assumptions. These estimates and assumptions ~~that~~ affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, ~~at the date~~as of the ~~financial statements, and income~~balance sheet date, as well as reported amounts of revenue and expenses during the ~~periods reported.~~reporting period. Our most significant estimates and judgments involve deferred income taxes, allowance for doubtful accounts, warranty liability, write downs and write offs of obsolete and damaged inventory, valuation of share-based compensation, warrants and warrant liabilities, the value of the convertible note derivative liability and the value of the earnout share liability. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could ~~materially~~ differ from those ~~estimates. We have identified~~estimates, and such differences could be material to the Company’s financial statements.

While our significant accounting policies are described in the notes to our financial statements, we believe that the following accounting policies are most critical to understanding our financial condition and historical and future results of operations:

Fair Value

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Geometric Brownian motion process to capture meeting the various performance conditions. MCS is a technique that uses a stochastic process to create a range of potential future outcomes given a variety of inputs. Stochastic processes involve the use of both predictive assumptions (e.g., volatility, risk-free rate) and random numbers to create outcomes. MCS assumes that stock prices take a random walk and cannot be predicted; therefore, random number generators are used to create random outcomes for stock prices. The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

During 2021, the Company, estimated the fair value of its derivative associated with the 7.5% $100.0 million convertible senior note (the “Convertible Note”). The Convertible Note and embedded conversion option were valued using a Binomial Lattice Model designed to capture incremental value attributed to the conversion options in addition to the value of the Convertible Note. The value of the Convertible Note feature without the conversion feature was valued utilizing the income approach, specifically, the discounted cash flow method. Cash flows were discounted utilizing the U.S. Treasury rate and the credit spread to estimate the appropriate risk adjusted rate. The conversion feature utilizes the Company’s stock price as of the valuation date as the starting point of the valuation. A Binomial Lattice Model was used to estimate our credit spread by solving for a premium to the U.S. Treasury rate that produces a value of the Convertible Note. As of issuance, the value of the Convertible Note and warrants related to the Convertible Note were set to equal $100.0 million to solve for the credit spread which is then updated quarterly. The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

Recent Accounting Pronouncements

From time to time, new accounting ~~policies:~~pronouncements are issued by standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations under adoption.

Emerging Growth Company Status

~~Section 102(b)(1) of~~We are an emerging growth company (“EGC”), as defined in the JOBS Act. The JOBS Act ~~exempts emerging growth~~permits companies ~~from being required~~with EGC status to take advantage of an extended transition period to comply with new or revised ~~financial~~accounting standards, delaying the adoption of these accounting standards until they would apply to private ~~companies (that is, those that~~companies. We have ~~not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required~~elected to use this extended transition period to enable us to comply with ~~the~~ new or revised ~~financial~~ accounting ~~standards. The JOBS Act provides~~standards that ahave different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company ~~can elect to~~or (ii) affirmatively and irrevocably opt out of the extended transition period ~~and~~provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised accounting ~~standard at~~standards as of public company effective dates.

In addition, we intend to rely on the ~~time private companies adopt the new or revised standard.~~

~~Net Loss Per Common Share~~

~~Net loss per share of common stock is computed by dividing net loss~~other exemptions and reduced reporting requirements provided by the ~~weighted-average number~~JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other things: (i) provide an auditor’s attestation report on our system of ~~shares of common stock outstanding for the period. We apply the two-class method in calculating the net loss per common share. Shares of common stock subject~~internal controls over financial reporting pursuant to ~~possible redemption as of June 30, 2020 have been excluded from the calculation~~Section 404(b) of the ~~basic net loss per share since such shares, if redeemed, only participate in their pro rata share~~Sarbanes-Oxley Act; (ii) provide all of the ~~Trust Account earnings. When calculating~~compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

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We will remain an EGC under the JOBS Act until the earliest of (i) December 31, 2025, which is the last day of our ~~diluted net loss per share,~~first fiscal year following the fifth anniversary of the initial public offering of Gig, (ii) the last date of our fiscal year in which we have ~~not considered the effect~~total annual gross revenue of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method; (ii) the shares issued to the Insiders representing 15,000 shares of common stock underlying restricted stock awards for the periods they were outstanding; andat least $1.07 billion, (iii) the ~~750,000 shares~~date on which we are deemed to be a “large accelerated filer” under the rules of ~~common stock~~the SEC with at least $700.0 million of outstanding securities held by non-affiliates, or (iv) the date on which we have issued ~~to the Founder that were forfeited due to the over-allotment option not being exercised by the Underwriters. Since we were~~more than $1.0 billion in ~~net loss position~~non-convertible debt securities during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.previous three-years.

In accordance with the two-class method, our net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not our losses. Accordingly, net loss per common share, basic and diluted, is calculated as follows:

For the Three
Months Ended
June 30, 2020

Period from
February 3, 2020
(Inception)
through
June 30, 2020

Net loss

$
(131,608
)

$
(157,396
)
Less: net income attributable to common stock subject to redemption

(10,752
)

(10,752
)
Net loss attributable to common stockholders

$
(142,360
)

$
(168,148
)
Weighted-average common shares outstanding, basic and diluted

5,941,006

5,267,762

Net loss per share common share, basic and diluted

$
(0.02
)

$
(0.03
)

~~Common Stock subject to possible redemption~~

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheet.

~~Recent Accounting Pronouncements~~

~~We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.~~

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~and Risks

We are exposed to a variety of market and other risks, including the effects of changes in interest rates, inflation, and foreign currency exchange rates.

Interest Rate Risk

The market risk inherent in our financial instruments and our financial position represents the potential loss arising from adverse changes in interest rates. As of June 30, ~~2020,~~2021, we ~~were not subject to any~~had cash and cash equivalents of $201.9 million, consisting of operating and interest-bearing money market ~~or interest rate risk. The funds held~~accounts, for which the fair market value would be affected by changes in the ~~Trust Account are only to be invested in United States government treasury bills, bonds or notes having a maturity~~general level of ~~185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in~~ U.S. ~~treasuries. Due~~interest rates. However, due to the short-term ~~nature~~maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents.

Commodity Price Risk

We are a purchaser of certain commodities, including steel, aluminum, and composites. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others which are integrated into our end products. We generally buy these ~~investments,~~commodities and components based upon market prices that are established with the vendor as part of the purchase process. We do not use commodity financial instruments to hedge commodity prices.

We generally attempt to obtain firm pricing from most of our suppliers, consistent with backlog requirements and/or forecasted annual sales. To the extent that commodity prices increase and we do not have firm pricing from our suppliers, or our suppliers are not able to honor such prices, then we may experience margin declines to the extent we are not able to increase selling prices of our products.

Foreign Currency Risk

We do not believe ~~there will be no associated~~that foreign currency risk and inflation risk currently pose a material ~~exposure~~threat to ~~interest rate risk.~~our business.

Item 4. Controls and ~~Procedures.~~Procedures

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluations with participation from our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer) of the effectiveness of our disclosure controls and procedures ~~are~~as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), our Principal Executive Officer and Principal Financial Officer have concluded that, as of June 30, 2021, in light of the material weaknesses described below, certain of our disclosure controls and ~~other~~ procedures ~~that are designed~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective to ensure that the information required to be disclosed in ~~our~~the reports ~~filed~~that we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to ~~our~~ management ~~including our Chief Executive Officer and Chief Financial Officer,~~as appropriate to allow timely decisions regarding required ~~disclosure.~~

~~Evaluation of Disclosure Controls and Procedures~~

~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our~~ disclosure ~~controls and procedures~~ as of June 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.2021.

~~Changes~~

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Material Weaknesses in Internal Control over Financial Reporting

~~During~~

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our ~~most recently completed fiscal quarter, there has been no change~~annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our financial statements for the year ended December 31, 2020, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. Specifically, we found that we did not have in place an effective control environment with formal policies and procedures to allow for a detailed review of accounting transactions that would identify errors in a timely manner. In addition, due to our small size, we did not have proper segregation of duties in certain areas of the financial reporting process, including but not limited to cash receipts and disbursements, journal entry processing and IT general controls, and did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and financial accounting and reporting requirements.

We are continuing to implement measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including retaining an outside accounting firm who is currently helping in the design of a formal remediation plan to address the three material weaknesses noted above as follows:

●

Policies and Procedures: We are currently identifying significant policies and procedures to be developed, documented and implemented throughout the remainder of the year. This includes identifying the associated controls related to such policies and procedures.

●

Segregation of Duties: We are currently executing an assessment to include: segregation of duties modeling, segregation of duties technical mapping and analysis/remediation assistance of the significant risks identified in the assessment. In addition, we have hired additional employees in our accounting department to help mitigate this risk; and

●

Technical Accounting Resources: In addition to contracting with an outside accounting firm for technical accounting support, we have hired a Vice President of Accounting & Controller and a Senior Director of SEC Reporting, each with over 25 years of appropriate accounting experience and knowledge.

If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, ~~that has materially~~or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable NYSE listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigation by the NYSE, the SEC or ~~is reasonably likely to materially affect, our internal control over financial reporting.~~other regulatory authorities.

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PART II — OTHER INFORMATION

~~PART II—OTHER~~ ~~INFORMATION~~

Item 1. Legal ~~Proceedings.~~Proceedings

~~None.~~On January 7, 2021, a purported stockholder of the Company filed a putative class action complaint in the Supreme Court of the State of New York, captioned Shingote v. GigCapital3, Inc., et al. (Case No. 650109-2021) on behalf of purported class of stockholders. The lawsuit names the Company and each of its current directors, Dr. Avi Katz, Neil Miotto, John Mikulsky, Dr. Raluca Dinu, Andrea Betti-Berutto, and Peter Wang, as defendants. The lawsuit alleges that the individual defendants breached their fiduciary duties by, among other things, failing to take appropriate steps to maximize the value of the Company and failing to disclose all material information necessary for the stockholders to make an informed decision on whether to vote their shares in favor of the business combination with Lightning. The lawsuit also alleges that the Company aided and abetted the individual defendants’ breaches of fiduciary duty. The lawsuit seeks, among other relief, injunctive relief enjoining the business combination or recission of the business combination and an order directing the defendants to amend the Company’s Registration Statement on Form S-4. The lawsuit also purports to seek a declaration that the defendants violated their fiduciary duties, damages, and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on April 20, 2021.

On January 12, 2021, another purported stockholder of the Company filed a separate complaint in the Supreme Court of the State of New York, captioned Ezel v. GigCapital3, Inc., et al. (Case No. 650245-2021). The lawsuit also names Dr. Katz, Dr. Dinu, and Messrs. Miotto, Mikulsky, Betti-Berutto and Wang, and the Company, its wholly-owned subsidiary, Project Power Merger Sub, Inc., and Lightning as defendants. The lawsuit alleges that the individual defendants breached their fiduciary duties by causing the Company’s Registration Statement on Form S-4, which purportedly contains materially misleading and incomplete information, to be disseminated to stockholders. The lawsuit also alleges that the Company, Project Power Merger Sub, Inc. and Lightning aided and abetted the individual defendants’ breaches of fiduciary duty. The lawsuit seeks, among other relief, injunctive relief enjoining the business combination with Lightning or recission of such business combination and an order directing the defendants to amend the Company’s Registration Statement on Form S-4. The lawsuit also purports to seek a declaration that defendants violated their fiduciary duties and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on May 5, 2021.

On January 18, 2021, another purported stockholder of the Company filed a complaint in the Supreme Court of the State of New York, captioned Michael v. GigCapital3, Inc., et al. (Case No. 650349-2021). The lawsuit names the Company and each of Dr. Katz, Dr. Dinu, and Messrs. Miotto, Mikulsky, Betti-Berutto and Wang, as defendants. The lawsuit alleges that the individual defendants breached their fiduciary duties by causing the Registration Statement, which purportedly contained materially misleading and incomplete information, to be disseminated to stockholders. The lawsuit also alleges that the Company aided and abetted the individual defendants’ breaches of fiduciary duty. The lawsuit seeks, among other relief, injunctive relief enjoining the business combination with Lightning or recission of such business combination and an order directing the defendants to amend the Company’s Registration Statement on Form S-4. The lawsuit also purports to seek a declaration that defendants violated their fiduciary duties and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on April 26, 2021.

On January 22, 2021 another purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Nassee v. GigCapital3, Inc., et al. (Case No. 1:21-cv-00587). The lawsuit names the Company and Dr. Katz, Dr. Dinu, and Messrs. Miotto, Mikulsky, Betti-Berutto and Wang, as defendants. The lawsuit alleges that the defendants violated Section 14(a) of the Exchange Act by approving the dissemination of the Company’s Registration Statement on Form S-4 relating to the business combination with Lightning, which the complaint contends, among other things, failed to provide critical information regarding the financial projections of the Company. The lawsuit also alleges that the individual defendants violated Section 20(a) of the Exchange Act by influencing and controlling the decisions giving rise to the Exchange Act violations alleged in the complaint and by negotiating, reviewing, and approving the Business Combination Agreement. The lawsuit seeks, among other relief, injunctive relief enjoining the business combination and directing the defendants to amend the Company’s Registration Statement on Form S-4. The lawsuit also purports to seek damages and recovery of the costs of

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the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on April 23, 2021.

On January 25, 2021, another purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Jensen v. GigCapital3, Inc., et al. (Case No. 1:21-cv-00649). The lawsuit names the Company and Dr. Katz, Dr. Dinu, and Messrs. Betti-Berutto, Mikulsky, Miotto and Wang, as defendants. The lawsuit alleges that the defendants violated Section 14(a) of the Exchange Act by approving the dissemination of the proxy statement contained in the Company’s Registration Statement on Form S-4 relating to the business combination with Lightning, which the complaint contends failed to provide critical information regarding (i) the background of the business combination; (ii) purported conflicts involving the financial advisors; and (iii) Lightning Systems’ financial projections and valuation. The lawsuit also alleges that the defendants violated Section 20(a) of the Exchange Act by influencing and controlling the decision making of the Company, including the content and dissemination of the material statements that the complaint contends are incomplete and misleading. The lawsuit also alleges that the individual defendants violated their fiduciary duties of candor and disclosure by approving or causing the purportedly materially deficient proxy statement to be disseminated. The lawsuit seeks, among other relief, injunctive relief enjoining the special meeting of the Company’s stockholders to vote on the business combination until the Company discloses the material information that the complaint alleges was omitted from the proxy statement. The lawsuit also purports to seek damages and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on April 26, 2021.

Finally, on February 8, 2021, a purported stockholder of the Company filed a putative class action complaint in the United States District Court of the Northern District of California, captioned Ryan v. GigCapital3, Inc., et al. (Case No. 5:21-cv-00969) on behalf of a purported class of stockholders. The lawsuit names the Company and Dr. Katz, Dr. Dinu, and Messrs. Betti-Berutto, Mikulsky, Miotto and Wang, as defendants. The lawsuit alleges that the defendants violated Section 14(a) of the Exchange Act by approving the dissemination of the Company’s Registration Statement on Form S-4 relating to the business combination with Lightning, which the complaint contends, among other things, failed to provide critical information regarding the financial projections of the Company. The lawsuit also alleges that the individual defendants violated Section 20(a) of the Exchange Act because they had the power to influence and control; and did influence and control the decision-making of the Company including the dissemination of the Company’s Registration Statement. The lawsuit seeks, among other relief, injunctive relief enjoining the business combination or recission of the business combination. The lawsuit also purports to seek a declaration that defendants Sections 14(a) and 20(a) of the Exchange Act and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees. The lawsuit was dismissed by the plaintiff on April 21, 2021.

On August 4, 2021, a purported stockholder of the Company filed a putative class action complaint in the Delaware Chancery Court, captioned Delman v. GigCapital3, Inc., et al. (Case No. 2021-0679) on behalf of a purported class of stockholders. The lawsuit names GigCapital3 and Dr. Katz, Dr. Dinu, and Messrs. Betti-Berutto, Mikulsky, Miotto and Wang, as defendants. The lawsuit alleges that the defendants breached their fiduciary duty stemming from Gig’s merger with Lightning and unjust enrichment of the defendants. The lawsuit seeks, among other relief, damages in an amount which may be proven at trial, disgorgement of unjust enrichment, and redemption rights with respect to certain stockholders. The lawsuit also purports to seek pre-judgment and post-judgment interest and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees.

Item 1A. Risk ~~Factors.~~Factors

AsOur business involves significant risks, some of which are described below. You should carefully consider the risks and uncertainties described below, together with all of the ~~date of~~other information contained in this Quarterly Report on Form 10-Q, ~~there have been no material changes to~~including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the ~~risk factors disclosed in~~financial statements and the related notes. If any of the following risks actually occur, it could harm our ~~final prospectus for~~business, prospects, operating results and financial condition and future prospects. In such event, the market price of our ~~Offering which was filed with the SEC on May 15, 2020. Any~~common stock could decline and you could lose all or part of ~~these factors could result in a significant or material adverse effect on our results of operations or financial condition.~~your investment. Additional ~~risk factors~~risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ

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materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this Quarterly Report.

Risk Factor Summary

This summary should be read in conjunction with the risk factors contained herein and should not be relied upon as an exhaustive summary of the material risks we face.

RisksRelatedtoOurBusinessandIndustry

●

Weareanearly stagecompanywithahistoryoflosses,andexpecttoincursignificantexpensesandcontinuinglossesfortheforeseeablefuture.

●

Ourfinancialresultsmayvarysignificantlyfromperiodtoperiodduetofluctuationsinouroperatingcostsandotherfactors.

●

Ouroperatingandfinancialresultsforecastreliesinlargepartuponassumptionsandanalysesdevelopedbyourmanagement.Iftheseassumptionsoranalysesprovetobeincorrect,ouractualoperatingresultsmaybemateriallydifferentfromourforecastedresults.

●

Wemaybeunabletoadequatelycontrolthecostsassociatedwithouroperations.

●

If any of our suppliers experience financial difficulties, cease operations or otherwise face business disruptions, we may experienceproductiondisruptions, which would have an adverse impact on our business and results of operations.

●

Wehavebeen,andmayinthefuturebe,adverselyaffectedbythe globalCOVID-19pandemic,thedurationandeconomic,governmentalandsocialimpactofwhichisdifficulttopredict,whichmaysignificantlyharmourbusiness,prospects,financialconditionandoperatingresults.

●

Ourbusinessmodelhasyettobetestedandanyfailuretocommercializeourstrategicplanswouldhaveamaterialadverseeffectonouroperatingresultsandbusiness,harmourreputationandcouldresultinsubstantialliabilitiesthatexceedourresources.

●

Ourlimitedoperatinghistorymakesevaluatingourbusinessandfutureprospects difficult.

●

Ourbusinessplansrequireasignificantamountofcapital.Weexpecttoneedtoraiseadditionalfundsandthesefundsmaynotbeavailabletouswhenweneedthem.Ifwecannotraiseadditionalfundswhenweneedthem,ouroperationsandprospectscouldbenegativelyaffected.

●

The HybridandZero EmissionTruckandBusVoucherIncentiveProject(“HVIP”) potentially representsalargeportionofourrevenues,andthefailuretoeffectivelyexecutetheHVIP, both by us and by HVIP,couldhaveamaterialadverseimpactonourbusiness,financialconditionandresultsofoperations.

●

IncreasedinterestandpotentialcompetitioninourmarketfromtraditionalOEMsmayreduceourmarketshareandcouldnegativelyimpactourbusinessandprospects.

●

OurEVsmakeuseoflithium-ionbatterycells,which,ifnotappropriatelymanagedandcontrolled,haveoccasionallybeenobservedtocatchfireorventsmokeandflames.IfsucheventsoccurinourEVs,wecouldfaceliabilityassociatedwithourwarranty,fordamageorinjury,adversepublicityandapotentialsafetyrecall,anyofwhichwouldadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

●

Our Lightning Charging service, which, if not appropriately managed and controlled, can cause damage or

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injury, adverse publicity and a potential safety recall, any of which would adversely affect our business, prospects, financial condition and operating results.

●

Weandourindependentregisteredpublicaccountingfirmhaveidentifiedmaterialweaknessesinourinternalcontroloverfinancialreporting.Ifweareunabletoremedythesematerialweaknesses,orifwefailtoestablishandmaintaineffectiveinternalcontrols,wemaybeunabletoproducetimelyand accurate financial statements, and we may conclude that our internal control over financial reporting is not effective, which could adverselyimpactinvestors’confidenceandourstockprice.

●

Theperformancecharacteristicsofourelectrifiedpowertrainsolutions,includingfueleconomyandemissionslevels,mayvary,includingduetofactorsoutsideofourcontrol.

●

Ifwefailtomanageourgrowtheffectively,includingfailingtoattractandintegratequalifiedpersonnel,wemaynotbeabletodevelop,produce,marketandsellourelectrifiedpowertrainsolutionssuccessfully.

●

We,ouroutsourcingpartners,andoursuppliersmayrelyoncomplexmachineryforourproduction,whichinvolvesasignificantdegreeofriskanduncertaintyintermsofoperationalperformanceandcosts.

●

We are dependent on our suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to deliver the necessarycomponentsofourvehiclesatpricesandvolumes,andspecificationsacceptabletouscouldhaveamaterialadverseeffectonourbusiness,prospects,financialconditionandoperatingresults.

●

Ourfuturegrowthandsuccessisdependentuponconsumers’willingnesstoadoptelectricand ZEVandspecificallyourvehicles.Weoperateintheautomotiveindustry,whichisgenerallysusceptibletocyclicalityandvolatility.

●

Wemayfailtoattractnewcustomersinsufficientnumbersoratsufficientratesoratallortoretainexistingcustomers.

●

Ifweareunabletoestablishandmaintainconfidenceinourlong-termbusinessprospectsamongcustomersandanalystswithinourindustryorwebecomesubjecttonegativepublicity,thenourfinancialcondition,operatingresults,businessprospectsandaccesstocapitalmaysuffermaterially.

●

Ifwefailtomanageourfuturegrowtheffectively,wemaynotbeabletomarketandsellourZEVsandelectricpowertrainssuccessfully.

●

Our business and prospects depend significantly on our ability to build our brand. We may not succeed in continuing to establish, maintain andstrengthen our brandandreputationcouldbeharmedbynegativepublicityregarding usor ourZEVs.

●

We may experience significant delays in the design, manufacture, launch and financing of our ZEVs and electric powertrains, which could harm our business and prospects.

●

Wewillrelyoncomplexmachineryforouroperationsandourproductioninvolvesasignificantdegreeofriskanduncertaintyintermsofoperationalperformanceandcosts.

●

Amountsincludedinbacklogmaynotresultinactualrevenueandareanuncertainindicatorofourfutureearnings.

●

IfourZEVmedium-dutytrucksfailtoperformasexpected,ourabilitytodevelop,marketandsellorleaseouralternativefuelandelectrictruckscouldbeharmed.

●

Althoughwe are one of thefirstcompaniestobringelectricpowertrainsformedium-dutyvehiclesto

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market,competitorshavealreadydisplayedprototypessimilartooursandmayenterthemarket and compete for market share.

●

Developments in alternative technology improvements in the internal combustion engine may adversely affect the demand for our products.

●

We have limited experience servicing our vehicles. If we are unable to address the service requirements of our customers, our business will be materially and adversely affected.

RisksRelatedtoOwnershipofOurCommonStock

●

Concentrationofownershipamongourexistingexecutiveofficers,directorsandtheiraffiliatesmaypreventnewinvestorsfrominfluencingsignificantcorporatedecisions.

●

Wedonotexpecttodeclareanydividendsintheforeseeablefuture.

●

IfwedonotmaintainacurrentandeffectiveprospectusrelatingtotheCommonStockissuableuponexerciseofthewarrants,holderswillonlybeabletoexercisesuchwarrantsona“cashlessbasis.”

●

The market price of our securities may fluctuate and may decline.

RisksRelatedtoOurBusinessandIndustry

Weareanearlystagecompanywithahistoryoflosses,andexpecttoincursignificantexpensesandcontinuinglossesfortheforeseeablefuture.

We incurred a net loss of $46.1 million and $73.5 million for the three and six months ended June 30,2021, respectively,andhaveincurrednetlossesofapproximately$154.3millionsinceourinceptionthroughJune 30,2021.WebelievethatwewillcontinuetoincuroperatingandnetlosseseachquarteruntilatleastthetimewebeginsignificantdeliveriesofourZEVsandelectricpowertrains. Even if we are able to successfully develop and sell our ZEVs and electricpowertrains,therecanbenoassurancethattheywillbecommerciallysuccessful.Ourpotentialprofitabilityisdependentuponthesuccessfuldevelopmentandsuccessfulcommercialintroductionandacceptanceoffleetsofelectricmedium-dutyvehicles,whichmaynotoccur.

Weexpecttherateatwhichwewillincurlossestobesignificantlyhighinfutureperiodsaswe:

•

design,developandmanufactureourZEVsandelectricpowertrains;

•

buildupinventoriesofpartsandcomponentsforourZEVsandelectricpowertrains;

•

manufactureanavailableinventoryofourZEVsandelectricpowertrains;

•

expandourdesign,development,maintenanceandrepaircapabilities;

•

increaseoursalesandmarketingactivitiesanddevelopourdistributioninfrastructure;and

•

increaseourgeneralandadministrativefunctionstosupportourgrowingoperations.

Becausewewillincurthecostsandexpensesfromtheseeffortsbeforewereceiveanyincrementalrevenueswithrespectthereto,ourlossesinfutureperiodswillbesignificant.Inaddition,wemayfindthattheseeffortsaremoreexpensivethanwecurrentlyanticipateorthattheseeffortsmaynotresultinrevenues,whichwouldfurtherincreaseourlosses.

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Ourfinancialresultsmayvarysignificantlyfromperiodtoperiodduetofluctuationsinouroperatingcostsandotherfactors.

Ourquarterlyandannualoperatingresultsmayfluctuatesignificantly,whichmakesitdifficultforustopredictourfutureoperatingresults.Thesefluctuationsmayoccurduetoavarietyoffactors,manyofwhichareoutsideofourcontrol,including:

•

thepaceatwhichwecontinuetodesign,developandproducenewproductsandincreaseproductioncapacity;

•

thenumberofcustomerordersinagivenperiod;

•

changesinmanufacturingcosts;

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thetimingandcostof,andlevelofinvestmentin,researchanddevelopmentrelatingtoourtechnologiesandourcurrentorfuturefacilities;

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developmentsinvolvingourcompetitors;

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changesingovernmentalregulationsorapplicablelaw;

•

futureaccountingpronouncementsorchangesinouraccountingpolicies;and

•

generalmarketconditionsandotherfactors,includingfactorsunrelatedtoouroperatingperformanceortheoperatingperformanceofourcompetitors.

Asaresultofthesefactors,webelievethatquarter-to-quartercomparisonsofourfinancialresults,especiallyintheshortterm,arenotnecessarilymeaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meetexpectationsofequityresearchanalysts,ratingsagenciesorinvestors,whomaybefocusedonlyonquarterlyfinancialresults.Ifanyofthisoccurs,thetradingpriceofourCommonStockcouldfallsubstantially,eithersuddenlyorovertime.

Our projected financial and operating data reflect, as of their date, estimates of future performance andincorporates certain financial and operational assumptions, including the level of demand for our ZEVs, the performance of our ZEVs, the utilization oftheZEVfleet,theuseablevehiclelife,vehicledowntime,relatedmaintenanceandrepaircosts and availability of supplies in the quantities we need and on the timeline we expect and the duration and potential impact of the COVID-19 pandemic therecanbenoassurance that the actual results upon which our assumptions are based will be in line with our expectations. In addition, whether actual operating andfinancialresultsandbusinessdevelopmentswillbeconsistentwithourexpectationsandassumptionsasreflectedinourforecastsdependsonanumberoffactors,manyofwhichareoutsideofourcontrol,including,butnotlimitedto:

•

our ability to have access to an adequate supply of motors, chassis and other critical components for our vehicles on the timeline we expect;

•

whetherwecanobtainsufficientcapitaltosustainandgrowourbusiness;

•

the potential severity, magnitude and duration of the COVID-19 pandemic as it affects our business operation, global supply chains, financial results and position and on the U.S. and global economy;

•

our ability to evaluate market demand;

•

ourabilitytomanageourgrowth and our ability to scale up production to meet demand;

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whetherwecanmanagerelationshipswithkeysuppliersandpartners;

•

our ability to access HVIP funding in the amounts and on the timeline we need;

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•

theabilitytoobtainnecessaryregulatoryapprovals;

•

thetimingandcostsofnewandexistingmarketingandpromotionalefforts;

•

competition,includingfromestablishedandfuturecompetitors;

•

ourabilitytoretainexistingkeymanagement,tointegraterecenthiresandtoattract,retainandmotivatequalifiedpersonnel;

•

theoverallstrengthandstabilityofdomesticandinternationaleconomies;

•

regulatory,legislativeandpoliticalchanges;and

•

consumerpreferencesandspendinghabits.

On August 16, 2021, as a result of certain recent events which have temporarily limited our ability to accurately forecast precise dates for completed vehicles and powertrain systems, we withdrew our prior guidance. These events include

•

The July 2021 unexpected temporary shutdown of a supplier plant, limiting our supply of certain chassis with no commitment on future production quantities or deliveries.

•

The Delta variant of Covid-19 has resulted in return to office delays for numerous customers from the fall of 2021 to later in 2021 or into 2022. This has caused a delay of some of our orders for campus coach and shuttle buses from 2021 to 2022.

•

June 2021 and July 2021 introduction of a new product configuration at a battery supplier has resulted in production delays and delivery of parts.

•

June 2021 drivetrain supplier shifted production to a new international factory which has resulted in production startup issues and delays on delivery of parts.

•

Dislocations under the HVIP in June 2021 and August 2021 whereby the demand exceeded the availability of funds, causing delays in our customer’s ability to receive sufficient funding under the HVIP for their orders.

Unfavorablechangesinanyoftheseorotherfactors,mostofwhicharebeyondourcontrol,couldmateriallyandadverselyaffectourbusinessoperationsandfinancialresults. We undertake no obligation to revise or update any previously provided forecasts or projections, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. We caution you to not place undue reliance on any of our forecasts or projections.

Wemaybeunabletoadequatelycontrolthecostsassociatedwithouroperations.

Wewillrequiresignificantcapitaltodevelopandgrowourbusiness,includingdevelopingandmanufacturingourZEVsandelectricpowertrainsandbuilding our brands.Weexpecttoincur significant expenses which will impact our profitability, including research and development expenses, raw material procurement costs, lease costs, salesanddistributionexpensesaswebuild ourbrandandmarketourZEVsandelectricpowertrains,andgeneralandadministrativeexpensesaswescaleouroperations.Inaddition,wemayincursignificantcostsinconnectionwithourservices.Ourabilitytobecomeprofitableinthefuturewillnotonly depend on our ability to successfully market our ZEVs and electric powertrains and other products and services, but also to control our costs. If weare unable to cost efficiently design, manufacture, market, sell, distribute and service our electric powertrains and services, our margins, profitability andprospectswouldbemateriallyandadverselyaffected.

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If any of our suppliers experience financial difficulties, cease operations or otherwise face business disruptions, we may experience production disruptions, which would have an adverse impact on our business and results of operations.

We expect to purchase various types of equipment, raw materials and manufactured component parts from our suppliers. If these suppliersexperience substantial financial difficulties, cease operations, or otherwise face business disruptions, we may experience production disruptions, which would have an adverse impact on our business and results of operations. For example, our revenue for the fiscal quarter ended June 30, 2021 was constrained by motor deliveries from one key supplier, which we are now working to remedy through the addition of new, motor suppliers. However, additional supply chain disruptions, including battery and chassis shortages, remain and given these supply chain challenges, we expect supply chain constrains will continue to impact our 2021 revenue. In addition, in June 2021 and July 2021, the introduction of a new product configuration at a battery supplier has resulted in production delays and delivery of parts. In June 2021, a Drivetrain supplier shifted production to a new international factory which has resulted in production startup issues and delays on delivery of parts.Without being able to complete the final vehicle commissioning due to these supply chain constraints, the lack of visibility from suppliers on shipments, and ramp time required for new suppliers, our ability to forecast precise invoice and ship dates for completed vehicles is limited. Anydisruptioncouldaffectourabilitytodelivervehiclesandcouldincreaseourcostsandnegativelyaffectourliquidityandfinancialperformance.

TheWorldHealthOrganizationhasdeclaredtheCOVID-19outbreakapandemic,andtheviruscontinuestospreadinareaswhereweoperateandsell our products and services. The COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate,resultsofoperations,financialcondition,liquidity,andcapitalinvestments.The first Delta variant case was identified in December 2020, and the variant soon became the predominant strain of the virus and by the end of July, the Delta variant was the cause of more than 80% of new U.S. COVID-19 cases. Numerousgovernmentregulationsandpublicadvisories,aswellasshiftingsocialbehaviors,havetemporarilylimitedor closednon-essentialtransportation,governmentfunctions,businessactivities andperson-to-personinteractions,andthedurationofsuchtrendsisdifficulttopredict.ReducedoperationsandproductionlineshutdownsatcommercialvehicleOEMsduetotheCOVID-19pandemic,limitationsontravelbyourpersonnelandpersonnelofourcustomersandincreaseddemandformedium-dutycommercialtruckswithinourcustomers’fleetscausedsomecustomerstodelaytheplannedinstallationofourpowertrainsystemontheirtrucks,andfuture delays or shutdowns of medium-duty commercial vehicle OEMs or our suppliers could impact our ability to meet customer orders. In particular, the Delta variant emergence in the United States has resulted in a delay in return to work by major companies which has resulted in a push out of expected orders for the third quarter and beyond.

Specifically, difficult macroeconomicconditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumerconfidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could have a material adverse effect on the demand forZEVs.Underdifficulteconomicconditions,potentialcustomersmayseektoreducespendingbyforegoingZEVsforothertraditionaloptions.DecreaseddemandforZEVs,particularlyintheUnitedStates,couldnegativelyaffectourbusiness.

Thespecifictimingandpaceofourresumptionofnormaloperationswilldependonthestatusofvariousgovernmentregulationsandthereadinessofoursuppliers,vendorsandworkforce.Althoughweareworkingtoresumemeetingswithpotentialcustomers,itultimatelyremainsuncertainhowwemaybeimpactedshouldtheCOVID-19pandemicconcernsincreaseinthefuture. For example, the Delta variant of COVID-19 has resulted in return to office delays for numerous customers from the fall of 2021 to later in 2021 or into 2022. This has caused a delay of some of our orders for campus coach and shuttle buses from 2021 to 2022.

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Ouroperationsandtimelinesmayalsobeaffectedbyglobaleconomicmarketsandlevelsofconsumercomfortandspend,whichcouldimpactdemand in the worldwide transportation industries. Because the impact of current conditions on an ongoing basis is yet largely unknown, is rapidlyevolvingandhasbeenvariedacrossgeographicregions,thisongoingassessmentwillbeparticularlycriticaltoallowustoaccuratelyprojectdemand and infrastructure requirements globally and deploy our workforce and other resources accordingly. If current global market conditions continue orworsen,orifwecannotordonotresumereducedoperationsataratecommensuratewithsuchconditionsorresumefulloperationalcapacityandwearelaterrequiredtoorchoosetoreducesuchoperationsagain,ourbusiness,prospects,financialconditionandoperatingresultscouldbemateriallyharmed.

Additionally,therearenocomparablerecenteventswhichmayprovideguidanceastotheeffectofthespreadof theCOVID-19pandemic,and,asaresult,theultimateimpactoftheCOVID-19pandemicorasimilarhealthepidemicishighlyuncertainandsubjecttochange.Wedonotyetknowthefullextent of COVID-19’s impact on our business, operations, or the global economy as a whole. However, the effects could have a material impact on ourresultsofoperations,andwewillcontinuetomonitorthesituationclosely.

Investorsshouldbeawareofthedifficultiesnormallyencounteredbyanewenterprise,manyofwhicharebeyondourcontrol,includingsubstantialrisksandexpensesinthecourseofestablishingorenteringnewmarkets,organizingoperationsandundertakingmarketingactivities.Thelikelihoodofoursuccessmustbeconsideredinlightoftheserisks,expenses,complications,delaysandthecompetitiveenvironmentinwhichweoperate.Therefore,thereis nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significantrevenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercialstagecompanies,includingscalingupourinfrastructureandheadcount,andmayencounterunforeseenexpenses,difficultiesordelaysinconnectionwithourgrowth.Inaddition,asaresultofthecapital-intensivenatureofourbusiness,wecanbeexpectedtocontinuetosustainsubstantialoperatingexpenseswithoutgeneratingsufficientrevenuestocoverexpenditures.Anyfailure to commercialize our strategic plans would have a material adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Ourlimitedoperatinghistorymakesevaluatingourbusinessandfutureprospects difficult.

Youmustconsidertherisksanddifficultieswefaceasanearlystagecompanywithalimitedoperatinghistory.Ifwedonotsuccessfullyaddresstheserisks,ourbusiness,prospects,operatingresultsandfinancialconditionwillbemateriallyandadverselyharmed.WeintendtoderivesubstantiallyallofourrevenuesfromthesaleofZEVsandelectricpowertrains,whicharestillintheearlystagesofdevelopment.Therearenoassurancesthatwewillbeabletosecurefuturebusinesswiththemajortruckingcompaniesorbuscompanies,includingcitytransitcompanies.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge andaffectourbusiness.Intheeventthatactualresultsdifferfromour expectations, ouroperatingresultsandfinancialpositioncouldbemateriallyaffected.Theprojectedfinancialinformationappearingelsewhereinthisprospectushaspreparedbymanagementandreflectscurrentestimatesoffutureperformance.

The design, manufacture, sale and servicing of our ZEVs and electric powertrains is capital-intensive. In the near term our capital will be deployed for the projected operating expenses to execute on our business plan, to provide necessaryworking capital for accounts receivable and inventory and to finance our anticipated capital expenditures to expand the manufacturingcapacity to meet revenue forecasts. In the future, we may need to raise additional

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capital to scale our manufacturing. In addition, we may raise capital earlier on anopportunisticbasis.Theseadditionalfundsmayberaisedthroughtheissuanceofequity,equityrelatedordebtsecurities,orthroughobtainingcreditfromgovernment or financial institutions or through collaborations or licensing arrangements. Additional capital will be necessary in the future to fund ongoing operations, continue research, development anddesigneffortsandimproveinfrastructure.Wecannotbecertainthatadditionalfundswillbeavailabletousonfavorabletermswhenrequired,oratall.Ifwe cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects could be materially adverselyaffected.

Ourabilitytoobtainthenecessaryfinancingtocarryoutourbusinessplanissubjecttoanumberoffactors,includinggeneralmarketconditionsandinvestoracceptanceofourbusinessmodel.Thesefactorsmaymakethetiming,amount,termsandconditionsofsuchfinancingunattractiveorunavailableto us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantiallychangeourcorporatestructure.Wemightnotbeabletoobtainanyfunding,and we mightnothavesufficientresourcestoconductourbusinessasprojected,bothofwhichcouldmeanthatwewouldbeforcedtocurtailordiscontinueouroperations.

Inaddition,ourfuturecapitalneedsandotherbusinessreasonscouldrequireustoselladditionalequityordebtsecuritiesorobtainacreditfacility. Thesaleofadditionalequityorequity-linkedsecuritiescoulddiluteourstockholders.Theincurrenceofindebtednesswouldresultinincreaseddebtservice obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to ourstockholders.

Ifwecannotraiseadditionalfundswhenweneedorwantthem,ouroperationsandprospectscouldbenegativelyaffected.

The HVIP potentially represents a largeportionofourrevenues,andthefailuretoeffectivelyexecutetheHVIP, both by us and by HVIP,couldhaveamaterialadverseimpactonourbusiness,financialconditionandresultsofoperations.

ManycustomersofEVsutilizestateandFederalincentiveprogramstooffsetthehigherinitialcostsofelectricvehicles. Ourcustomershavehistorically leveraged the California HVIP as well as Volkswagen EmissionsMitigation Trust Fund (“VW EMTF”) funding that is allocated to each state to purchase our vehicles and charging systems. The HVIP program,whichCaliforniahasallocatedapproximately$167 millionin2021,representsthemostutilizedofthesubsidyprogramstoourcustomersduetoitseaseof access and amount of funding per vehicle (approximately 30% of the cost of one of our electric vehicles). As of June 30, 2021, there were twenty-fourother active companies that, like us, have certified vehicles (class 3-7) that can be funded under the HVIP program. For the six months ended June 30, 2021,wederivedapproximately 16%ofourrevenuefromHVIPfunding.Oftheorderbacklogasof June 30, 2021, approximately 50% of the orders have contingencies for 2021 HVIP funding that have not yet been secured. Although we have successfully participated in the program for the last five years, and will apply for HVIP funding on behalf of our customers in the second half of 2021,anymaterialproblem withtheHVIPprogramfor2021couldhaveamaterialadverseimpactonour business,financialconditionandresultsofoperations. Moreover, if the demand exceeds the availability of funds, then our customers may elect to cancel orders. For example, dislocations under the HVIP in June 2021 and August 2021 whereby the demand exceeded the availability of funds, are causing delays in our customer’s ability to receive sufficient funding under the HVIP.

IncreasedinterestandpotentialcompetitioninourmarketfromtraditionalOEMsmayreduceourmarketshareandcouldnegativelyimpactourbusinessandprospects.

Historically,largelegacyOEMshavenotbeenattractedtoourmarketbecauseitiscomprisedofmultiple,specializedsub-markets,eachofwhichdoes not have sufficient volume to support their high-capital manufacturing models. The return on investment in the medium-duty EV markets has notbeensufficientforlargelegacyOEMstojustifytheresearchanddevelopmentandcapitalexpendituresnecessarytoinnovateandcompeteinourmarket.Additionally, traditional vocational OEMs have not entered the powertrain market, and we believe they do not

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currently have the engineering ormanufacturingresourcestoentersuchmarkets.However,giventheanticipatedincreaseinmarketdemandforcleanenergysolutionsandgeneraldecreasein the cost of manufacturing such solutions over time, we anticipate both large legacy OEMs and traditional vocational OEMs may transition into ourmarketandbecomeourdirectcompetitors.Ifandwhenthisoccurs,theresultingincreaseincompetitionislikelytoreduceourmarketshareand couldnegativelyimpactourbusinessandprospects.

The battery packs in our EVs use lithium-ion cells, which have been used for years in laptop computers and cell phones. On occasion, if notappropriately managed and controlled, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that canignite nearby materials. Highly publicized incidents of laptop computers and cell phones bursting into flames have focused consumer attention on thesafety of these cells. These events also have raised questions about the suitability of these lithium-ion cells for automotive applications. There can be noassurancethatafieldfailureofourbatterypackswillnotoccur,whichwoulddamagethevehicleorleadtopersonalinjuryordeathandmaysubjectustolawsuits. Furthermore, there is some risk of electrocution if individuals who attempt to repair battery packs on our vehicles do not follow applicablemaintenance and repair protocols. Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adversepublicitycouldadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

OurLightning Charging service,which,ifnotappropriatelymanagedandcontrolled,can cause damage or injury,adversepublicityandapotentialsafetyrecall,anyofwhichwouldadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

There can be noassurancethatafieldfailureofourcharging infrastructurewillnotoccur,whichwoulddamagethevehicleorleadtopersonalinjuryordeathandmaysubjectustolawsuits. Furthermore, there is some risk of electrocution if our customers attempt to repair or service charging infrastructure we have provided or if our customers do not follow applicablemaintenance and repair protocols. Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adversepublicitycouldadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

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●

If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable NYSE listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigation by the NYSE, the SEC or other regulatory authorities

Theperformancecharacteristicsofourelectrifiedpowertrainsolutions,includingfueleconomyandemissionslevels,mayvary,includingduetofactorsoutsideofourcontrol.

The performance characteristics of our electrified powertrain solutions, including fuel economy and emissions levels, may vary, including due tofactorsoutsideofourcontrol.Ourelectrifiedpowertrainsolutionsarestillbeingdesignedanddeveloped,andtherearenoassurancesthattheywillbeableto meet their projected performance characteristics, including fuel economy and emissions levels. External factors may also impact the performancecharacteristics of our electrified powertrain solutions. For instance, the estimated fuel savings and fuel economy of vehicles installed with our electrifiedpowertrainsolutionsmayvarydependingonfactorsincluding,butnotlimitedto,driverbehavior,speed,terrain,hardwareefficiency,payload,vehicleandweatherconditions.Additionally,greenhousegas (“GHG”),emissionsofvehiclesinstalledwithourelectrifiedpowertrainsolutionsmayvaryduetoexternalfactors,includingthetypeoffuel,driverbehavior,theefficiencyandcertificationoftheengine,wheretheengineisbeingoperatedandthecharacteristicsofthevehicleitself,includingbutnotlimitedtothevehicle’ssoftwarecontrols,drivetrainefficiency,aerodynamicsandrollingresistance.Theseexternalfactors as well as any operation of our electrified powertrain solutions other than as intended, may result in emissions levels that are greater than weexpect. Additionally, the amount of GHG emissions of both the ZEVs and electric powertrains will vary due to, but not limited to, the factors mentionedabove.Duetothesefactors,therecanbenoguaranteethattheoperatorsofvehiclesusingourelectrifiedpowertrainsolutionswillrealizetheexpectedfuelsavingsandfueleconomyandGHGemissionreductions.

Ifwefailtomanageourgrowtheffectively,includingfailingtoattractandintegratequalifiedpersonnel,wemaynotbeabletodevelop,produce,marketandsellourelectrifiedpowertrainsolutionssuccessfully.

Anyfailuretomanageourgrowtheffectivelycouldmateriallyandadverselyaffectourbusiness,prospects,operatingresultsandfinancialcondition.Weintendtoexpandouroperationssignificantly.Weexpectourfutureexpansiontoinclude:

•

expandingthemanagementteam;

•

hiringandtrainingnewpersonnel;

•

leveragingconsultantstoassistwithcompanygrowthanddevelopment;

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forecastingproductionandrevenue;

•

controllingexpensesandinvestmentsinanticipationofexpandedoperations;

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•

establishingorexpandingdesign,production,salesandservicefacilities;

•

implementingandenhancingadministrativeinfrastructure,systemsandprocesses;and

•

expandingintointernationalmarkets.

We intend to continue to hire a significant number of additional personnel, including software engineers, design and production personnel andservicetechniciansforourelectrifiedpowertrainsolutions.Becauseourelectrifiedpowertrainsolutionsarebasedonadifferenttechnologyplatformthantraditional internal combustion engines, individuals with sufficient training in alternative fuel and electric vehicles may not be available to hire, and as aresult, we will need to expend significant time and expense training any newly hired employees. Competition for individuals with experience designing,producingandservicingelectrifiedvehiclesandtheirsoftwareisintense,andwemaynotbeabletoattract,integrate,train,motivateorretainadditionalhighly qualified personnel. The failure to attract, integrate, train, motivate andretaintheseadditionalemployeescouldseriouslyharmourbusiness,prospects,financialconditionandoperatingresults.

We,ouroutsourcingpartnersandoursuppliersmayrelyoncomplexmachineryforourproduction,whichinvolvesasignificantdegreeofriskanduncertaintyintermsofoperationalperformanceandcosts.

We, our outsourcing partners and our suppliers may rely on complex machinery, for the production, assembly and installation of our electrifiedpowertrain solutions, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our productionfacilities and the facilities of our outsourcing partners and suppliers consist of large-scale machinery combining many components. These componentsmaysufferunexpectedmalfunctionsfromtimetotimeandwilldependonrepairsandsparepartstoresumeoperations,whichmaynotbeavailablewhenneeded.Unexpectedmalfunctionsofthesecomponentsmaysignificantlyaffecttheintendedoperationalefficiency. For example, in June 2021 and July 2021, the introduction of a new product configuration at a battery supplier has resulted in production delays and delivery of parts in June 2021. In June 2021, a Drivetrain supplier shifted production to a new international factory which has resulted in production startup issues and delays on delivery of parts. Operationalperformanceandcostscanbe difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmentalhazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmentalpermits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, itmay result in personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays andunanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all whichcouldhaveamaterialadverseeffectonourbusiness,prospects,financialconditionoroperatingresults.

Werelyonthird-partysuppliersfortheprovisionanddevelopmentofmanyofthekeycomponentsandmaterialsusedinourelectrifiedpowertrainsolutions,suchasnaturalgasgenerators.Whileweplantoobtaincomponentsfrommultiplesourceswheneverpossible,someofthecomponentsusedinourvehicleswillbepurchasedbyusfromasinglesource.Ourthird-partysuppliersmaynotbeabletomeettheirproductspecificationsandperformancecharacteristics or our desired specifications, performance and pricing, which would impact our ability to achieve our product specifications andperformancecharacteristicsaswell.Additionally,ourthird-partysuppliersmaybeunabletoobtainrequiredcertificationsfortheirproductsforwhich weplantouseorprovidewarrantiesthatarenecessaryforoursolutions.Ifweareunabletoobtaincomponentsandmaterialsusedinourelectrifiedpowertrainsolutionsfromoursuppliersorifoursuppliersdecidetocreateorsupplyacompetingproduct,ourbusinesscouldbeadverselyaffected. We have experienced disruptions to our supply chain, including our access to critical components, including batteries, motors, wire harness connectors and chassis. Many of these products are novel products for our suppliers and therefore the supply chain is fragile and many of these products require substantial lead time. These

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issues have caused, and we expect them to continue to cause further disruptions to our operations, delays in our revenues and, and an adverse impact on our revenue forecasts. See the risk factor entitled, “If any of our suppliers experience financial difficulties, cease operations or otherwise face business disruptions, we may experience production disruptions, which would have an adverse impact on our business and results of operations”.

Ourfuturegrowthandsuccessisdependentuponconsumers’willingnesstoadoptelectricand ZEVandspecificallyourvehicles.Weoperateintheautomotiveindustry,whichisgenerallysusceptibletocyclicalityandvolatility.

Ourgrowthishighlydependentupontheworldwideadoptionbyconsumersofalternativefuelvehiclesingeneral and our ZEVsandelectricvehiclesinparticular. Although we have successfully grown demand for our vehicles thus far, there is no guarantee of such future demand, or that our vehicles willnotcompetewithoneanotherinthemarket.Moreover,thetargetdemographicsforourvehicles,inparticularthemassmarketdemographicformedium-dutytrucks,arehighlycompetitive.IfthemarketforelectricvehiclesingeneralandourZEVsinparticular,doesnotdevelopasweexpect,developsmoreslowly than we expect, or if demand for our vehicles decreases in our markets, our business, prospects, financial condition and operating results could beharmed.

Wearestillatanearlierstageandhavelimitedresourcesrelativetoourcompetitors.Moreover,themarketforalternativefuelvehiclesisrapidlyevolving.Asaresult,themarketforourvehiclescouldbeaffectedbynumerousfactors,suchas:

•

perceptionsaboutalternativefuel,hybridandelectricvehiclequality,safety,design,performance,reliabilityandcost,especiallyifadverseeventsoraccidentsoccurthatarelinkedtothequalityorsafetyofalternativefuel,hybridorelectricvehicles;

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perceptionsaboutvehiclesafetyingeneral,includingtheuseofadvancedtechnology,suchasvehicleelectronics,alternativefuelandregenerativebrakingsystems;

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thedeclineofvehicleefficiencyresultingfromdeteriorationovertimeintheabilityofthebatterytoholdacharge;

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changesorimprovementsinthefueleconomyofinternalcombustionengines,thevehicleandthevehiclecontrolsorcompetitors’electrifiedsystems;

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theavailabilityofserviceandassociatedcostsforalternativefuel,hybridorelectricvehicles;

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perceptionsaboutthelimitedrangeoverwhichZEVandelectricvehiclesmaybedrivenonasinglebatterycharge;

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competition,includingfromothertypesofalternativefuel vehicles,plug-inZEV andelectricvehiclesandhighfuel-economyinternalcombustionenginevehicles;

•

volatilityinthecostofenergy,oil,gasoline,naturalgas,hydrogenandrenewablefuelscouldaffectbuyingdecisions,whichcouldaffectthecarbonprofileofoursolutions;

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theavailabilityofrefuelingstations,particularlycompressednaturalgas (“CNG”),stations;

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availability of charging infrastructure to recharge batteries and maintain battery life for electric vehicles;

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availability of lease and financing options for electric trucks which enable their adoption;

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governmentregulationsandeconomicincentivespromotingfuelefficiencyandalternateformsofenergyormandatingreductionsintailpipeemissions,includingnewregulationsmandatingzerotailpipeemissionscomparedtooverallcarbonreduction;

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theavailabilityoftaxandothergovernmentalincentivestopurchaseandoperatealternativefuel,hybridandelectricvehiclesorfutureregulationrequiringincreaseduseofnonpollutingtrucks;

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•

theavailabilityofrebatesprovidedbynaturalgasfuelingstationsandnaturalgasproviderstooffsetthecostsofnaturalgasandnaturalgasvehicles;

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ourabilityandtheabilityoffleets,utilitiesandotherstopurchaseandtakecreditforrenewablefuelandenergy,suchasfastelectriccharginginfrastructure,throughlowcarbonfuelstandards (“LCFS”), programs or similar programs that establish carbon intensity benchmarks for transportation fuels in approved states;

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theavailabilityoftaxandothergovernmentalincentivestosellnaturalgasordeployelectricvehiclecharginginfrastructure;

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perceptionsaboutandtheactualcostofalternativefuelitself,aswellashybridandelectricvehicles;

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macroeconomicfactors;and

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concernsaboutourfutureviability.

Forexample, travelrestrictionsandsocialdistancingeffortsinresponseto the COVID-19 pandemic may negatively impact the commercial trucking industry, such as reduced consumer demand for products carried by thecommercialtruckingindustry,foranunknown,butpotentiallylengthy,periodoftime.Additionally,wemaybecomesubjecttoregulationsthatmayrequireustoalterthedesignofourelectrifiedpowertrainsolutions,whichcouldnegativelyimpactcustomerinterestinourproducts.

Inaddition,salesofvehiclesinthe commercial automotiveindustrytendtobecyclicalinmanymarkets,whichmayexposeustoincreasedvolatility,especiallyas we expand and adjust our operations and retail strategies. Specifically, it is uncertain as to how such macroeconomic factors will impact us as acompanythathasbeenexperiencinggrowthandincreasingmarketshareinanindustrythathasgloballybeenexperiencingarecentdeclineinsales.

Wemayfailtoattractnewcustomersinsufficientnumbersoratsufficientratesoratallortoretainexistingcustomers.

Wemustcontinuallyaddnewcustomersbothtoreplacedepartingcustomersandtoexpandourcurrentcustomerbase.Wemaynotbeabletoattractnew customers in sufficient numbers to do so. Even if we are able to attract new customers to replace departing customers, these new customers may notmaintain the same level of commitment. In addition, we may incur marketing or other expenses, including referral fees, to attract new customers, whichmay further offset revenues from customers. For these and other reasons, we could experience a decline in revenue growth, which could adversely affectourresultsofoperations.

If consumers do not perceive our product offerings to be of value or our ZEV offerings are not favorably received by them, we may not be able toattractandretaincustomers.Ifoureffortstosatisfyandretainourexistingcustomersarenotsuccessful,wemaynotbeabletoattractcustomers,andasaresult, our ability to maintain and/or grow our business will be adversely affected. Customer retention will also be largely dependent on the quality andeffectiveness of our customer service and operations, which may be handled internally by our personnel and also by third-party service providers. If weareunabletosuccessfullycompetewithcurrentandnewcompetitorsinbothretainingexistingcustomersandattractingnewcustomers,ourbusinesswillbeadverselyaffected.

Inaddition,ourresultsofoperationscouldbeadverselyaffectedbydeclinesindemandforourproductofferings.Demandforourproductofferingsmaybenegativelyaffectedbyanumberoffactors,includinggeopoliticaluncertainty,competition,cybersecurityincidents,declineinourreputationandsaturationinthemarketswhereweoperate.

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CustomersmaybelesslikelytopurchaseourcommercialZEVsiftheyarenotconvincedthatourbusinesswillsucceedorthatourserviceandsupportandotheroperationswillcontinueinthelongterm.Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced thatour business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among customers, suppliers, analysts,ratings agencies and other parties in our ZEVs, long-term financial viability and business prospects. Maintaining such confidence may be particularlycomplicatedbycertainfactorsincludingthosethatarelargelyoutsideofourcontrol,suchasourlimitedoperatinghistory,customerunfamiliaritywithourZEVs, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of hybridelectricandZEVs,includingourZEVsandourproductionandsalesperformancecomparedwithmarketexpectations.

Ifwefailtomanageourfuturegrowtheffectively,wemaynotbeabletomarketandsellourZEVsandelectricpowertrainssuccessfully.

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trainingnewpersonnel;

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forecastingproductionandrevenue;

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controllingexpensesandinvestmentsinanticipationofexpandedoperations;

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establishingorexpandingdesign,manufacturing,andsales;and

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implementingandenhancingadministrativeinfrastructure,systemsandprocesses.

We intend to continue to hire a significant number of additional personnel, including design and manufacturing personnel. Because our electricpowertrains are based on a different technology platform than traditional powertrains, individuals with sufficient training in alternative fuel and electricvehiclesmaynotbeavailabletohire,andasaresult,wewillneedtoexpendsignificanttimeandexpensetrainingtheemployeeswedohire.Competitionforindividualswithexperiencedesigningandmanufacturingelectricpowertrainsisintense,andwemaynotbeabletoattract,integrate,train,motivateorretain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees couldseriouslyharmourbusinessandprospects.

Our business and prospects depend significantly on our ability to build our brand. We may ~~disclose changes~~not succeed in continuing to establish, maintain andstrengthen our brandandreputationcouldbeharmedbynegativepublicityregarding usor ourZEVs.

Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen our brand. If we do notcontinuetoestablish,maintainandstrengthenourbrand,wemaylosetheopportunitytobuildacriticalmassofcustomers.Promotingandpositioningourbrand will likely depend significantly on our ability to provide high quality ZEVs and engage with our customers as intended, and we have limitedexperience in these areas. In addition, our ability to develop, maintain and strengthen our brand will depend heavily on the success of our customerdevelopmentandbrandingefforts.Sucheffortsmaybenon-traditionaland maynotachievethedesiredresults.Topromoteourbrand,wemayberequiredto change our customer development and branding practices, which could result in substantially increased expenses. If we do not develop and maintain astrongbrand,ourbusiness,prospects,financialconditionandoperatingresultswillbemateriallyandadverselyimpacted.

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Inaddition,ifincidentsoccurorareperceivedtohaveoccurred,whetherornotsuch ~~risk factors~~incidentsareourfault,wecouldbesubjecttoadversepublicity. Inparticular,giventhepopularityofsocialmedia,anynegativepublicity,whethertrueornot,couldquicklyproliferateandharmconsumerperceptionsand confidence in our brand. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of ourcompetitors’vehicles.

Inaddition,fromtimetotime,ourZEVsmaybeevaluatedandreviewedbythirdparties.AnynegativereviewsorreviewswhichcompareusunfavorablytoourcompetitorscouldadverselyaffectconsumerperceptionaboutourZEVs.

Wemayexperiencesignificantdelaysinthedesign,manufacture,launchandfinancingofourZEVsandelectricpowertrains,whichcouldharmourbusinessandprospects.

Any delay in the financing, design, manufacture and launch of our ZEVs or ~~disclose additional~~ electric powertrains, could materially damage our brand, business,prospects,financialconditionandoperatingresults.Vehiclemanufacturersoftenexperiencedelaysinthedesign,manufactureandcommercialreleaseofnewproducts.TotheextentwedelayorinterruptthelaunchofourZEVsorelectricpowertrains,ourgrowthprospectscouldbeadverselyaffectedaswemayfailtogrowourmarketshare.Furthermore,werelyonthirdpartysuppliersfortheprovisionanddevelopmentofmanyofthekeycomponentsandmaterials used in our products. To the extent our suppliers experience any delays in providing us with or developing necessary components, we couldexperiencedelaysindeliveringonourtimelines,orbeforcedtoseekalternativesuppliers.

Wewillrelyoncomplexmachineryforouroperationsandourproductioninvolvesasignificantdegreeofrisk ~~factors~~anduncertaintyintermsofoperationalperformanceandcosts.

Wewillrelyheavilyoncomplexmachineryforouroperationsandourproductionwillinvolveasignificantdegreeofuncertaintyandriskintermsofoperationalperformanceandcosts.Ourmanufacturingplantconsistsoflarge-scalemachinerycombiningmanycomponents.Themanufacturingplantcomponents are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which maynot be available when needed. Unexpected malfunctions of the manufacturing plant components may significantly affect the intended operationalefficiency.Operationalperformanceandcostscanbedifficulttopredictandareofteninfluencedbyfactorsoutsideofourcontrol,suchas,butnotlimitedto, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes,difficultyordelaysinobtaininggovernmentalpermits,damagesordefectsinelectronicsystems,industrialaccidents,fire,andseismicactivityandnaturaldisasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage tomanufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increasedinsurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financialconditionorprospects.

Amountsincludedinbacklogmaynotresultinactualrevenueandareanuncertainindicatorofourfutureearnings.

Wedefinebacklogastheaccumulationofallordersforwhichrevenuehasnotbeenrecognizedandweconsidervalid.Thedeterminationofbacklogincludes, among other factors, our subjective judgment about the likelihood of an order becoming revenue. Our judgments in this area have been, and inthe future, may be, incorrect and we cannot assure you that we will recognize revenue with respect to each order included in backlog. Some of our backlog consists of nonbinding orders. In addition, orderscan be delayed for a number of reasons, many of which are beyond our control, including supplier delays, which may cause delays in our ~~future filings~~manufacturingprocess, and delays associated with the ~~SEC.~~ongoing coronavirus pandemic. We may not be aware of these delays affecting our suppliers and as a result maynot consider them when evaluating the contemporaneous effect on backlog. Moreover, orders generally do not have firm dates by when a customer musttake delivery or accept our products, and certain customers may not provide a deposit or letter of credit with the contract, either of which could allow acustomer greater flexibility to delay the order without cancelling the contract. Further, our backlog could be reduced due to cancellation of orders bycustomers.

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Shouldacancellationoccur,ourbacklogandanticipatedrevenuewouldbereducedunlesswewereabletoreplacethecancelledorder. Reductionsinourbacklogcouldnegativelyimpactourfutureresultsofoperations.

~~Item 2. Unregistered Sales~~We evaluate our backlog at least quarterly to determine if the orders continue to meet our criteria for inclusion in backlog. We may adjust ourreported backlog to account for any changes in: customer or distributor plans or financial conditions; the customer’s or distributor’s continued intent andability to fulfill the order contract; regulatory requirements; or due to changes in our ability, or the methodology used, to determine whether an ordercontractislikelytobecompleted.Becauserevenuewillnotberecognizeduntilwehavefulfilledourobligationstoacustomer,theremaybeasignificantamountoftimefromsigningacontractwithacustomerorshippingasystemandrevenuerecognition.Wecannotassureyouthatourbacklogwillresultinrevenueonatimelybasisoratall,orthatanycancelledcontractswillbereplaced.

IfourZEVmedium-dutytrucksfailtoperformasexpected,ourabilitytodevelop,marketandsellorleaseouralternativefuelandelectrictruckscouldbeharmed.

OurZEVtrucksandourelectricpowertrainsmaycontaindefectsindesignandmanufacturethatmaycausethemnottoperformasexpectedormayrequire repair. We currently have limited frame of ~~Equity Securities~~reference by which to evaluate the performance of our electric powertrains upon which our businessprospectsdepend.Forexample,ourpowertrainswilluseasubstantialamountofsoftwaretooperatewhichwillrequiremodificationandupdatesoverthelifeofthevehicle.Softwareproductsareinherentlycomplexandoftencontaindefectsanderrorswhenfirstintroduced.Therecanbenoassurancethatwewillbeabletodetectandfixanydefectsinthepowertrains’hardwareorsoftwarepriortocommencingcustomersales.Wemayexperiencerecallsinthefuture, which could adversely affect our brand in our target markets and ~~Use~~could adversely affect our business, prospects and results of ~~Proceeds.~~operations. Our electric powertrains may not perform consistent with customers’ expectations or consistent with other powertrains which may becomeavailable. Any product defects or any other failure of our electric powertrains to perform as expected could harm our reputation and result in adversepublicity, lost revenue, delivery delays, product recalls, product liability claims and significant warranty and other expenses, and could have a materialadverse impact on our business, financial condition, operating results and prospects. Additionally, problems and defects experienced by other alternativefuel truck companies or electric consumer vehicles could by association have a negative impact on perception and customer demand for our electrifiedpowertrainsolutions.

~~Founder Shares~~

~~During the period from February 3, 2020 (date of inception) to February 14, 2020, the Sponsor purchased~~ ~~5,735,000 shares~~Althoughwe are one of the ~~Company’s~~firstcompaniestobringelectricpowertrainsformedium-dutyvehiclestomarket,competitorshavealreadydisplayedprototypessimilartooursandmayenterthemarket and compete for market share.

We face competition in the medium-duty commercial electric vehicles market,primarily from small companies with limited resources and produced vehicles on the road. To date, there are less than 3,000 commercial electric vehicles on the road. We are aware though that traditional OEMs, and larger Tier 1 suppliers are working on medium-duty commercial electric vehicles. If these traditional OEMs and Tier 1 suppliers choose not to partner with us, but instead bring competing products to market at a high quality, scale, and compelling price, wemayexperienceareductioninpotentialmarketshare.

Although we have a first-to-market advantage, these potential competitors have greater name recognition, longer operating histories, larger sales forces, broader customer and industryrelationshipsandotherresourcesthanwedo.Thesecompetitorsalsocompetewithusinrecruitingandretainingqualifiedresearchanddevelopment,sales,marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, our products. Additional mergers andacquisitions may result in even more resources being concentrated in our competitors.

CumminsInc.,orCummins,DaimlerAG, parentofFreightlinerTrucks,Dana,NavistarInternationalCorporation,PACCARInc.,parentofKenworthTrucks,Inc.andPeterbiltMotorsCompany,VolvoGroup, XL Fleet, Work Horse, XOSTrucks,andothercommercialvehiclemanufacturershaveannouncedtheirplanstobringmedium-duty commercial electric vehiclestothemarket.Furthermore,wealsofacecompetitionfrommanufacturersofinternal

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combustionenginespoweredby gasoline and dieselfuel.Weexpectadditionalcompetitorstoentertheindustryaswell.

Weexpectcompetitioninourindustrytointensifyinthefutureinlightofincreaseddemandandregulatorypushforalternativefuelandelectricvehicles.

Developmentsinalternativetechnologyimprovementsintheinternalcombustionenginemayadverselyaffectthedemandforourproducts.

Significant developments in alternative technologies, such as advanced diesel, ethanol, or compressed natural gas or improvements in the fueleconomy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Otherfuels or sources of energy may emerge as customers’ preferred alternative to our electric powertrains for medium-duty trucks platform. Any failure by usto develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development andintroduction of new and enhanced electric powertrains, which could result in the loss of competitiveness of our powertrains, decreased revenue and a lossof market share to competitors. Our research and development efforts may not be sufficient to adapt to changes in electric powertrain technology. Astechnologieschange,weplantoupgradeoradaptourelectricpowertrainsandintroducenewmodelsinordertocontinuetoprovidevehicleswiththelatesttechnology. However, our electrified powertrain solutions may not compete effectively with alternative systems if we are not able to source and integratethelatesttechnologyintoourelectrifiedpowertrainsolutions.

Wehavelimitedexperienceservicingourvehicles.Ifweareunabletoaddresstheservicerequirementsofourcustomers,ourbusinesswillbemateriallyandadverselyaffected.

BecausewehaveonlyrecentlybegunproductionofourZEVmedium-dutytrucks,wehavelimitedexperienceservicingorrepairingourvehicles. Servicing alternative fuel and electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills,including high voltage training and servicing techniques. We may decide to partner with a third party to perform some or all of the maintenance on ourtrucks,andtherecanbenoassurancethatwewillbeabletoenterintoanacceptablearrangementwithanysuchthird-partyprovider.Ourcustomerswillalso depend on our customer support team to resolve technical and operational issues relating to the integrated software underlying our electrifiedpowertrain solutions. Our ability to provide effective customer support is largely dependent on our ability to attract, train and retain qualified personnelwithexperienceinsupportingcustomersonplatformssuchasours.Aswecontinuetogrow,additionalpressuremaybeplacedonourcustomersupportteam,andwemaybeunabletorespondquicklyenoughtoaccommodateshort-termincreasesincustomerdemandfortechnicalsupport.Wealsomaybeunabletomodifythefuturescopeanddeliveryofourtechnicalsupporttocompetewithchangesinthetechnicalsupportprovidedbyourcompetitors. Increasedcustomerdemandforsupport,withoutcorrespondingrevenue,couldincreasecostsandnegativelyaffectouroperatingresults.Ifweareunabletosuccessfullyaddresstheservicerequirementsofourcustomersorestablishamarketperceptionthatwedonotmaintainhigh-qualitysupport,wemaybesubjecttoclaimsfromourcustomers,includinglossofrevenueordamages,andourbusiness,prospects,financialconditionandoperatingresultsmaybemateriallyandadverselyaffected.

In addition, the motor vehicle industry laws in many states require that service facilities be available to service vehicles physically sold fromlocationsintheirstate.Whileweanticipatedevelopingaserviceprogramthatwouldsatisfyregulatorsinthesecircumstances,thespecificsofourserviceprogram are still in development, and at some point may need to be restructured to comply with state law, which may impact our business, prospects,financialconditionandoperatingresults.

Futureproductrecallscouldmateriallyadverselyaffectourbusiness,prospects,operatingresultsandfinancialcondition.

Anyproductrecallinthefuturemayresultinadversepublicity,damageourbrandandmateriallyadverselyaffectourbusiness,prospects,operatingresults and financial condition. In the future, we may voluntarily or involuntarily,

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initiate a recall if any of our electric powertrain components (includingthefuelcellorbatteries)provetobedefectiveornoncompliantwithapplicablefederalmotorvehiclesafetystandards.Ifalargenumberofvehiclesarethesubject of a recall or if needed replacement parts are not in adequate supply, we may not be able to re-deploy recalled vehicles for a significant period oftime.Suchrecallsinvolvesignificantexpenseanddiversionofmanagementattentionandotherresources,whichcouldadverselyaffectourbrandimageinourtargetmarkets,aswellasourbusiness,prospects,financialconditionandresultsofoperations.

Insufficientwarrantyreservestocoverfuturewarrantyclaimscouldmateriallyadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

Once our powertrains are in production, we will need to maintain warranty reserves to cover warranty-related claims. If our warranty reserves areinadequate to cover future warranty claims on our electric powertrains, our business, prospects, financial condition and operating results could bemateriallyandadverselyaffected.Wemaybecomesubjecttosignificantandunexpectedwarrantyexpenses.Therecanbenoassurancesthatthen-existingwarrantyreserveswillbesufficienttocoverallclaims.

WefacesignificantbarrierstomanufactureourZEVs,andifwecannotsuccessfullyovercomethosebarriersourbusinesswillbenegativelyimpacted.

The ZEV industry has traditionally been characterized by significant barriers to entry, including the ability to meet performance requirements orindustryspecifications,acceptancebyendusers,largecapitalrequirements,investmentcostsofdesignandproduction,longleadtimestobringZEVstomarketfromtheconceptanddesignstage,theneedforspecializeddesignanddevelopmentexpertise,regulatoryrequirements,establishingabrandnameand image and the need to establish sales capabilities. If we are not able to overcome these barriers, our business, prospects, financial condition andoperatingresultswillbenegativelyimpactedandourabilitytogrowourbusinesswillbeharmed.

OurZEVsaresubjecttomotorvehiclestandardsandthefailuretosatisfysuchmandatedsafetystandardswouldhaveamaterialadverseeffectonourbusinessandoperatingresults.

Allvehiclessoldmustcomplywithinternational,federalandstatemotorvehiclesafetystandards.IntheUnitedStates,vehiclesthatmeetorexceedall federally mandated safety standards are certified by the manufacturer under the federal regulations. Rigorous design, testing and the use of approvedmaterialsandequipmentareamongtherequirementsforachievingfederalcertification.FailurebyustohaveourZEVsorotheralteredvehiclessatisfyallapplicablemotorvehiclestandardswouldhaveamaterialadverseeffectonourbusinessandoperatingresults.

Ifweareunabletoattractandretainkeyemployeesandhirequalifiedmanagement,technicalandengineeringpersonnel,ourabilitytocompetecouldbeharmed.

Oursuccessdepends,inpart,onourabilitytoretainourkeypersonnel.Theunexpectedlossoforfailuretoretainoneormoreofourkeyemployeescould adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highlyqualifiedpersonnel.

Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitivecompensation.Wemaynotbeabletoattract,assimilate,developorretainqualifiedpersonnelinthefuture,andourfailuretodosocouldadverselyaffectour business, including the execution of our global business strategy. Any failure by our management team to perform as expected may have a materialadverseeffectonourbusiness,prospects,financialconditionandresultsofoperations.

Inparticular,wearehighlydependentontheservicesofTimReeser,ChiefExecutiveOfficer,andlargeststockholder.Mr.T.Reeseristhesourceofmany, if not most, of the ideas and execution driving our Company. If Mr. T. Reeser were to discontinue his service to us due to death, disability oranyotherreason,wewouldbesignificantlydisadvantaged.

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Increasesincosts,disruptionofsupplyorshortageofrawmaterialscouldharmourbusiness.

Oncewebegincommercialproductionofelectricpowertrains,wemayexperienceincreasesinthecostorasustainedinterruptioninthesupplyorshortage of raw materials. Any such increase or supply interruption could materially negatively impact our business, prospects, financial condition andoperatingresults.Weusevariousrawmaterialsincludingaluminum,steel,carbonfiber,non-ferrousmetals(suchascopper),andcobalt.Thepricesfortheserawmaterialsfluctuatedependingonmarketconditionsandglobaldemandandcouldadverselyaffectourbusinessandoperatingresults.

Any disruption in the supply of necessary components could temporarily disrupt production of our ZEV medium-duty trucks or our electricpowertrainsuntiladifferentsupplierisfullyqualified.Furthermore,fluctuationsorshortagesinpetroleumandothereconomicconditionsmaycauseustoexperience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase ouroperating costs and could reduce our margins if the increased costs cannot be recouped through increased ZEV truck prices. There can be no assurancethatwewillbeabletorecoupincreasingcostsofrawmaterialsbyincreasingtruckprices.

Weareormaybesubjecttorisksassociatedwithstrategicalliancesoracquisitions,andmaynotbeabletoidentifyadequatestrategicrelationshipopportunities,orformstrategicrelationships,inthefuture.

Wehaveenteredinto,andmayinthefutureenterintoadditional,strategicalliances,includingjointventuresorminorityequityinvestmentswithvarious third parties to further our business purpose. These alliances could subject us to a number of risks, including risks associated with sharingproprietaryinformation,non-performancebythethirdpartyandincreasedexpensesinestablishingnewstrategicalliances,anyofwhichmaymateriallyand adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of thesestrategicthirdpartiessuffernegativepublicityorharmtotheirreputationfromeventsrelatingtotheirbusiness,wemayalsosuffernegativepublicityorharmtoourreputationbyvirtueofourassociationwithanysuchthirdparty.

Strategicbusinessrelationshipswillbeanimportantfactorinthegrowthandsuccessofourbusiness.However,therearenoassurancesthatwewillbeabletocontinuetoidentifyorsecuresuitablebusinessrelationshipopportunitiesinthefutureorourcompetitorsmaycapitalizeonsuchopportunitiesbefore we do. Moreover, identifying such opportunities could require substantial management time and resources, and negotiating and financingrelationshipsinvolvessignificantcostsanduncertainties.Ifweareunabletosuccessfullysourceandexecuteonstrategicrelationshipopportunitiesinthefuture,ouroverallgrowthcouldbeimpaired,andourbusiness,prospects,financialconditionandoperatingresultscouldbemateriallyadverselyaffected.

Whenappropriateopportunitiesarise,wemayacquireadditionalassets,products,technologiesorbusinessesthatarecomplementarytoourexistingbusiness.Inadditiontopossiblestockholderapproval,wemayneedapprovalsandlicensesfromrelevantgovernmentauthoritiesfortheacquisitionsandtocomplywithanyapplicablelawsandregulations,whichcouldresultinincreaseddelayandcosts,andmaydisruptourbusinessstrategyifwefailtodoso.Furthermore,acquisitionsandthesubsequentintegrationofnewassetsandbusinessesintoourownrequiresignificantattentionfromourmanagementand could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets orbusinesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutiveissuancesofequitysecurities,theoccurrenceofsignificantgoodwillimpairment charges,amortizationexpensesforotherintangibleassetsandexposuretopotentialunknownliabilitiesoftheacquiredbusiness.Moreover,thecostsofidentifyingandconsummatingacquisitionsmaybesignificant.

Anyunauthorizedcontrolormanipulationofourelectricpowertrains’systemscouldresultinlossofconfidenceinus,ZEVsandourpowertrainsandharmourbusiness.

Ourelectricpowertrainscontaincomplexinformationtechnologysystems andbuilt-indataconnectivitytoacceptandinstallperiodicremoteupdatesto improve or update functionality. We have designed, implemented and tested

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security measures intended to prevent unauthorized access to ourinformationtechnologynetworks,ourelectricpowertrainsandrelatedsystems.However,hackersmayattempttogainunauthorizedaccesstomodify,alterand use such networks, powertrains and systems to gain control of or to change our powertrains’ functionality, user interface and performancecharacteristics, or to gain access to data stored in or generated by the powertrain. Future vulnerabilities could be identified and our efforts to remediatesuch vulnerabilities may not be successful. Any unauthorized access to or control of our powertrains or their systems, or any loss of customer data, couldresultinlegalclaimsorproceedings.Inaddition,regardlessoftheirveracity,reportsofunauthorizedaccesstoourpowertrains,systemsordata,aswellasother factors that may result in the perception that our powertrains, systems or data are capable of being “hacked,” could negatively affect ourbrandandharmourbusiness,prospects,financialconditionandoperatingresults.

Wearesubjecttovariousenvironmentallawsandregulationsthatcouldimposesubstantialcostsuponusandcausedelaysinbuildingourmanufacturingfacilities.

Our operations are and will continue to be subject to international, federal, state, and/or local environmental laws and regulations, including lawsrelating to water use; air emissions; use of recycled materials; energy sources; the protection of human health and the environment, natural resources; and the use, handling, storage, disposal and human exposure to hazardous materials. Environmental and health and safety laws andregulations can be complex, and we expect that we will be affected by future amendments to such laws or other new environmental and health and safetylaws and regulations which may require us to change our operations, potentially resulting in a material adverse effect on our business, prospects, financialcondition,andoperatingresults.Wehavebeenrequiredtoobtainandcomplywiththetermsandconditionsofmultipleenvironmentalpermits,certificates,orregistrations,manyofwhicharedifficultandcostlytoobtainandcouldbesubjecttolegalchallenges.Violationsoftheselaws,regulations,andpermits,certificates and registrations can give rise to liability for administrative oversight and correction costs, cleanup costs, property damage, bodily injury andfinesandpenalties.Insomecases,violationsmayresultinsuspensionorrevocationofpermits,certificatesorregistrations.Capitalandoperatingexpensesneeded to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third partydamages,suspensionofproductionoracessationofouroperations,andreputationalharm.

Contamination at properties we currently own or operate, will own or operate, we formerly owned or operated or to which hazardous substancesweresentbyus,mayresultinliabilityforusunderenvironmentallawsandregulations,including,butnotlimitedto,theComprehensiveEnvironmentalResponse,Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup ofcontaminated soil and ground water, for vapor intrusion and other exposure pathways or impacts to human health or the environment and for damages tonatural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect tocontamination in the future, could have a material adverse effect on our financial condition or operating results. We may face unexpected delays inobtainingtherequiredpermitsandapprovalsinconnectionwithourplannedproductionfacilitiesthatcouldrequiresignificanttimeandfinancialresourcesanddelayourabilitytooperatethesefacilities,whichwouldadverselyimpactourbusiness,prospects,financialconditionandoperatingresults.

Weintendtoretaincertainpersonalinformationaboutourcustomers,employeesorothersandmaybesubjecttovariousprivacylaws.

Wearesubjecttooraffectedbyanumberoffederal,stateandlocallawsandregulations,aswellascontractualobligationsandindustrystandards,that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use,processing,transmission, sharing and disclosure of personal information including that of our employees, customers and others. Most jurisdictions have enacted laws requiringcompanies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent ormaychangeoradditionallawsmaybeadopted.Inaddition,ouragreementswithcertaincustomersmayrequireustonotifythemintheeventofasecuritybreach.Suchmandatorydisclosuresarecostly,couldleadtonegativepublicity,resultinpenaltiesorfines,resultinlitigation,maycauseourcustomerstoloseconfidenceintheeffectivenessofoursecuritymeasuresandrequireustoexpend

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significantcapitalandotherresourcestorespondtoand/oralleviateproblemscausedbytheactualorperceivedsecuritybreach.

Theglobaldataprotectionlandscapeisrapidlyevolving,andimplementationstandardsandenforcementpracticesarelikelytoremainuncertainforthe foreseeable future. We may not be able to monitor and react to all developments in a timely manner. For example, California adopted the CaliforniaConsumerPrivacyAct (“CCPA”),whichbecameeffectiveinJanuary2020.TheCCPAestablishesaprivacyframeworkforcoveredbusinesses,includinganexpansivedefinitionofpersonalinformationanddataprivacyrightsforCaliforniaresidents.TheCCPAincludesaframeworkwithpotentiallyseverestatutory damages and private rights of action. The CCPA requires covered businesses to provide new disclosures to California residents, provide themnew ways to opt-out of certain disclosures of personal information, and allow for a new cause of action for data breaches. As we expand our operations,the CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trendtoward more stringent privacy legislation in the United States. Other states have begun to propose similar laws. Compliance with any applicable privacyanddatasecuritylawsandregulationsisarigorousandtime-intensiveprocess,andwemayberequiredtoputinplaceadditionalmechanismstocomplywithsuchlawsandregulations.

We plan to collect, store, transmit and otherwise process data from customers, employees and others as part of our business and operations, whichmayincludepersonaldataorconfidentialorproprietaryinformation.Wealsoworkwithpartnersandthird-partyserviceprovidersorvendorsthatcollect,store and process such data on our behalf and in connection with our ZEVs. There can be no assurance that any security measures that we or our third-partyserviceprovidersorvendorshaveimplementedwillbeeffectiveagainstcurrentorfuturesecuritythreats.Ifacompromiseofdataweretooccur,wemay become liable under our contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to,investigate and remedy such an incident. Our systems, networks and physical facilities could be breached or personal information could otherwise becompromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our employees or our customers todisclose information or user names and/or passwords. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms,systems,networksand/orphysicalfacilitiesutilizedbyourserviceprovidersandvendors.

Wealsointendtouseourtrucks’electronicsystemstologinformationabouteachvehicle’suseinordertoaidusinvehiclediagnostics,repairandmaintenance.Ourcustomersmayobjecttotheuseofthisdata,whichmayincreaseourvehiclemaintenancecostsandharmourbusinessprospects. Possessionanduseofourcustomers’informationinconductingourbusinessmaysubjectustolegislativeandregulatoryburdensintheUnitedStatesandtheEuropeanUnionthatcouldrequirenotificationofdatabreaches,restrictouruseofsuchinformationandhinderourabilitytoacquirenewcustomersormarkettoexistingcustomers.Theregulatoryframeworkfordataprivacyandsecurityisrapidlyevolving,andwemaynotbeabletomonitorandreacttoalldevelopmentsinatimelymanner.Aslegislationcontinuestodevelop,wewilllikelyberequiredtoexpendsignificantadditionalresourcestocontinueto modify or enhance our protective measures and internal processes to comply with such legislation. Non-compliance or a major breach of our networksecurity and systems could have serious negative consequences for our business and future prospects, including possible fines, penalties and damages,reducedcustomerdemandforourvehicles,andharmtoourreputationandbrand.

We may not have adequate insurance coverage for possible claims, law suits, product recalls or other damages claims made against the Company.

Wemaynothaveadequateinsurancecoverage.Thesuccessfulassertionofoneormorelargeclaimsagainstusthatexceedsouravailableinsurancecoverage,orresultsinchangestoourinsurancepolicies(includingpremiumincreasesortheimpositionoflargedeductibleorco-insurancerequirements),could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage will continue to be available onacceptabletermsorthatourinsurerswillnotdenycoverageastoanyfutureclaim.

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Theunavailability,reductionoreliminationofgovernmentandeconomicincentivescouldhaveamaterialadverseeffectonourbusiness,prospects,financialconditionandoperatingresults.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reducedneedforsuchsubsidiesandincentivesduetotheperceivedsuccessoftheelectricvehicleorotherreasonsmayresultinthediminishedcompetitivenessoftheelectricvehicleindustrygenerally.Thiscouldmateriallyandadverselyaffectthegrowthofourbusiness,prospects,financialconditionandoperatingresults.

Whilecertaintaxcreditsandotherincentivesforalternativeenergyproduction,electricvehicleshavebeenavailableinthepast,thereisnoguaranteetheseprogramswillbeavailableinthefuture.Ifcurrenttaxincentivesarenotavailableinthefuture,ourfinancialpositioncouldbeharmed. As federal, state, or local legislation related to electric vehicles or data protection continues to develop, we will likely berequired to expend significant additional resources to continue to modify or enhance our products, protective measures and internal processes to complywithsuchlegislation.

In particular, we are influenced by federal, state and local tax credits, rebates, grants and other government programs. These include variousgovernmentprogramssuchasLCFSprograms,whichencouragelowcarbon“compliant”transportationfuels(includingCNG)intheCaliforniaorOregonmarketplaces by allowing producers of these fuels to generate LCFS credits that can be sold to noncompliant regulated parties. Additionally, we areinfluenced by laws, rules and regulations requiring or incentivizing reductions in emissions of greenhouse gases or other pollutants from internalcombustion engines or requiring or incentivizing manufacturers to offer for sale increasing numbers of ZEVs. Lawmakers, regulators, policymakers,environmentaloradvocacyorganizations,OEMs,tradegroups,suppliersorothergroupsmayinvestsignificanttimeandmoneyineffortstodelay,repealor otherwise negatively influence regulations and programs that promote electric vehicles. Many of these parties have substantially greater resources andinfluence than we do. Further, changes in federal, state or local political, social or economic conditions, including a lack of legislative focus on theseprograms and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementation, expiration, repealormodificationoftheseprogramsandregulations,or theadoptionofanyprogramsorregulationsthatencouragetheuseofotheralternativefuelsoralternativevehiclesoverelectricvehicles,wouldreducethemarket for electrified powertrains or ZEVs and harm our operating results, liquidity and financial condition. For instance, California lawmakers andregulatorshaveimplementedvariousmeasuresdesignedtoincreasetheuseofelectric,hydrogenandotherzero-emissionvehicles,includingestablishingfirmgoalsforthenumberofthesevehiclesofferedforsaleoroperatedwithinthestatebyspecifieddatesandenactingvariouslawsandotherprogramsinsupportofthesegoals.AlthoughtheinfluenceandapplicabilityoftheseorsimilarmeasuresonourbusinessandelectrifiedpowertrainandZEVadoptioningeneralremainsuncertain,areductioninfocusbythesegroupson,orlossoflegalauthoritytoincentivizeorrequirethesaleof,ZEVsorvehicleswithan overall net carbon negative emissions profile, could adversely affect the market for our electrified powertrain solutions. The state of California’s legalauthority to develop and implement greenhouse gas emission standards is currently the subject of legal challenges, and the authority of California toimplement and enforce GHG emission standards for vehicles and engines in the future is uncertain. If these economic incentives or regulatory programsarereducedoreliminated,therecouldbeareductionindemandforourelectrifiedpowertrainsolutions,whichcouldhaveamaterialadverseeffectonourbusiness,prospects,financialconditionandoperatingresults.

Wemaynotbeabletoobtainoragreeonacceptabletermsandconditionsforallorasignificantportionofthegovernmentgrants,loansandotherincentivesforwhichwemayapply.Asaresult,ourbusinessandprospectsmaybeadverselyaffected.

We anticipate applying for federal and state grants, loans and tax incentives under government programs designed to stimulate the economy andsupporttheproductionofelectricvehiclesandrelatedtechnologies.Weanticipatethatinthefuturetherewillbenewopportunitiesforus to apply for grants, loans and other incentives from the United States, state and foreign governments. Our ability to obtain funds or incentives fromgovernment sources is subject to the availability of funds under applicable government programs and approval of our applications to participate in suchprograms.Theapplicationprocessforthesefundsandotherincentiveswilllikelybehighlycompetitive.Wecannot

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assureyouthatwewillbesuccessfulin obtaining any of these additional grants, loans and other incentives. If we are not successful in obtaining any of these additional incentives and we areunabletofindalternativesourcesoffundingtomeetourplannedcapitalneeds,ourbusinessandprospectscouldbemateriallyadverselyaffected.

Wemayneedtodefendourselvesagainstpatentortrademarkinfringementclaims,whichmaybetime-consumingandcauseustoincursubstantialcosts.

Companies,organizationsorindividuals,includingourcompetitors,mayownorobtainpatents,trademarksorotherproprietaryrightsthatwouldpreventorlimitourabilitytomake,use,developorsellourelectricpowertrains,whichcouldmakeitmoredifficultforustooperateourbusiness.Wemay receive inquiries from patent or trademark owners inquiring whether we infringe their proprietary rights. Companies owning patents or otherintellectualpropertyrightsrelatingtoelectricpowertrainsmayallegeinfringementofsuchrights.Inresponsetoadeterminationthatwehaveinfringeduponathirdparty’sintellectualpropertyrights,wemayberequiredtodooneormoreofthefollowing:

•

ceasedevelopment,sales,oruseofelectricpowertrainsthatincorporatetheassertedintellectualproperty;

•

paysubstantialdamages;

•

obtainalicensefromtheowneroftheassertedintellectualpropertyright,whichlicensemaynotbeavailableonreasonabletermsoratall;or

•

redesignoneormoreaspectsorsystemsofourpowertrains.

Asuccessfulclaimofinfringementagainstuscouldmateriallyadverselyaffectourbusiness,prospects,operatingresultsandfinancialcondition. Anylitigationorclaims,whethervalidorinvalid,couldresultinsubstantialcostsanddiversionofresources.

Wealsoplantolicensepatentsandotherintellectualpropertyfromthirdparties,includingsuppliersandserviceproviders,andwemayfaceclaimsthat our use of this in-licensed technology infringes the intellectual property rights of others. In such cases, we will seek indemnification from ourlicensors.However,ourrightstoindemnificationmaybeunavailableorinsufficienttocoverourcostsandlosses.

Ourbusinessmaybeadverselyaffectedifweareunabletoprotectourintellectualpropertyrightsfromunauthorizedusebythirdparties.

Failuretoadequatelyprotectourintellectualpropertyrightscouldresultinourcompetitorsofferingsimilarproducts,potentiallyresultinginthelossof some of our competitive advantage and a decrease in our revenue which would adversely affect our business, prospects, financial condition andoperatingresults.Oursuccessdepends,atleastinpart,onourabilitytoprotectourcoretechnologyandintellectualproperty.Toaccomplishthis,wewillrely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks,intellectualpropertylicensesandothercontractualrightstoestablishandprotectourrightsinourtechnology.

Theprotectionofourintellectualpropertyrightswillbeimportanttoourfuturebusinessopportunities.However,themeasureswetaketoprotectourintellectualpropertyfromunauthorizedusebyothersmaynotbeeffectiveforvariousreasons,includingthefollowing:

•

anypatentapplicationswesubmitmaynotresultintheissuanceofpatents(andpatentshavenotyetbeenissuedtousbasedonourpendingapplications);

•

thescopeofourissuedpatentsmaynotbebroadenoughtoprotectourproprietaryrights;

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•

ourissuedpatentsmaybechallengedand/orinvalidatedbyourcompetitors;

•

ouremployeesorbusinesspartnersmaybreachtheirconfidentiality,non-disclosureandnon-useobligationstous;

•

thecostsassociatedwithenforcingpatents,confidentialityandinventionagreementsorotherintellectualpropertyrightsmaymakeaggressiveenforcementimpracticable;

•

ouremployeesorbusinesspartnersmaybreachtheirconfidentiality,non-disclosureandnon-useobligationstous;

•

third-partiesmayindependentlydeveloptechnologiesthatarethesameorsimilartoour;

•

currentandfuturecompetitorsmaycircumventourpatents;and

•

ourin-licensedpatentsmaybeinvalidated,ortheownersofthesepatentsmaybreachourlicensearrangements.

Patent,trademark,andtradesecretlawsvarysignificantlythroughouttheworld.Someforeigncountriesdonotprotectintellectualpropertyrightstothe same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may bedifficult.Therefore,ourintellectualpropertyrightsmaynotbeasstrongoraseasilyenforcedoutsideoftheUnitedStates.

Also, while we have registered trademarks in an effort to protect our investment in our brand and goodwill with customers, competitors maychallengethevalidityofthosetrademarksandotherbrandnamesinwhichwehaveinvested.Suchchallengescanbeexpensiveandmayadverselyaffectourabilitytomaintainthegoodwillgainedinconnectionwithaparticulartrademark.

Ourpatentapplicationsmaynotissueaspatents,whichmayhaveamaterialadverseeffectonourabilitytopreventothersfromcommerciallyexploitingproductssimilartoours.

Wecannotbecertainthatwearethefirstinventorofthesubjectmattertowhichwehavefiledaparticularpatentapplication,orifwearethefirstpartytofilesuchapatentapplication.Ifanotherpartyhasfiledapatent application to the same subject matter as we have, we may not be entitled to the protection sought by the patent application. Further, the scope ofprotection of issued patent claims is often difficult to determine. As a result, we cannot be sure that patents will be granted with respect to any of ourpending patent applications or with respect to any patent applications we may own or license in the future, nor can we be sure that any of our existingpatentsoranypatentswemayownorlicenseinthefuturewillbeusefulinprotectingourtechnology.Inaddition,ourcompetitorsmaydesignaroundourissuedpatents,whichmayadverselyaffectourbusiness,prospects,financialconditionoroperatingresults.

Ourmanagementhaslimitedexperienceinoperatingapubliccompany.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully oreffectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federalsecuritieslaws.Theirlimited experienceindealingwiththeincreasinglycomplexlawspertainingtopubliccompaniescouldbeasignificantdisadvantageinthatitislikelythatanincreasingamountofourmanagement’stimemaybedevotedtotheseactivitieswhichwillresultinlesstimebeingdevotedtothemanagement and growth of our business. We may not have adequate personnel with the appropriate level of knowledge, experience and training inthe accounting policies, practices or internal control over financial reporting required of public companies in the U.S. We are in the process of upgradingour finance and accounting systems to an enterprise system suitable for a public company, and a delay could impact our ability or prevent us from timelyreporting our operating results, timely filing required reports with the SEC and remediating our material weaknesses and complying with Section 404 of the Sarbanes-Oxley Act. The developmentand implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in

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the U.S.mayrequirecostsgreaterthanexpected.Weareintheprocessofexpandingouremployeebaseandhiringadditionalemployeestosupportouroperationsasapubliccompany,whichwillincreaseouroperatingcostsinfutureperiods.

Wewillincurincreasedcostsasaresultofoperatingasapubliccompany,andourmanagementwilldevotesubstantialtimetonewcomplianceinitiatives.

As a public company, we are incurring significant legal, accounting and other expenses that we did not incur as a private company, and theseexpenses may increase even more after we are no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a publiccompany, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and ConsumerProtectionAct,aswellasrulesadopted,andtobeadopted,bytheSECandNYSE.Ourmanagementandotherpersonnelwillneedtodevoteasubstantialamount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financialcompliancecostsandtomakesomeactivitiesmoretime-consumingandcostly.Theincreasedcostswillincreaseournetloss.Forexample,theserulesandregulationswillmakeitmoredifficultandmoreexpensiveforustoobtaindirectorandofficerliabilityinsuranceandwemaybeforcedtoacceptreducedpolicylimitsorincursubstantiallyhighercoststomaintainthesameorsimilarcoverage.Wecannotpredictorestimatetheamountortimingofadditionalcostsitmayincurtorespondtotheserequirements.Theimpactoftheserequirementscouldalsomakeitmoredifficultforustoattractandretainqualifiedpersonstoserveonourboardofdirectors,ourboardcommitteesorasexecutiveofficers.

Theautomotivemarketishighlycompetitive,andwemaynotbesuccessfulincompetinginthisindustry.

WefaceintensecompetitioninbringingourZEVstomarket.Boththeautomobileindustrygenerally,andtheZEVsegmentinparticular,arehighlycompetitive, and we will be competing for sales with both ZEV manufacturers and traditional automotive companies. Many of our current and potentialcompetitors have significantly greater financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greaterresources to the design, development, manufacturing, distribution, promotion, sale and support of their products, including their ZEVs. Additionally, ourcompetitorsalsohavegreatername recognition,longeroperatinghistories,largersalesforces,broadercustomerandindustryrelationshipsandotherresourcesthanwedo.Thesecompetitorsalsocompetewithusinrecruitingandretainingqualifiedresearchanddevelopment,sales,marketingandmanagementpersonnel,aswellasinacquiringtechnologiescomplementaryto,ornecessaryfor,ourZEVs.Additionalmergersandacquisitionsmayresultinevenmoreresourcesbeingconcentratedinour competitors. There are no assurances that customers will choose our ZEVs over those of our competitors, or over internal combustion enginesvehicles.Weexpectadditionalcompetitorstoentertheindustryaswell.

WeexpectcompetitioninourindustrytointensifyfromourexistingandfuturecompetitorsinthefutureinlightofincreaseddemandandregulatorypushforalternativefuelandZEVs.

IfthemarketforZEVsdoesnotdevelopasweexpectordevelopsmoreslowlythanweexpect,ourbusiness,prospects,financialconditionandoperatingresultswillbeadverselyaffected.

Our growth is highly dependent upon the adoption by consumers of ZEVs. The target demographics for our ZEVs are highly competitive. If themarket for ZEVs does not develop at the rate or in the manner or to the extent that we expect, our business, prospects, financial condition and operatingresultswillbeharmed.Themarketforalternativefuels,hybridandZEVsisnewanduntestedandischaracterizedbyrapidlychangingtechnologies,pricecompetition,numerouscompetitors,evolvinggovernmentregulationandincentives,industrystandardsanduncertaincustomerdemandsandbehaviors.

Themarketforalternativefuelvehiclesisrapidlyevolvingandasaresult,themarketforourZEVscouldbeaffectedbynumerousfactors,suchas:

•

perceptionsaboutZEVfeatures,quality,safety,performanceandcost;

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•

perceptionsaboutthelimitedrangeoverwhichZEVsmaybedrivenonasinglebatterycharge;

•

competition,includingfromothertypesofalternativefuel vehicles,plug-inhybridZEVsandhighfuel-economyinternalcombustionenginevehicles;

•

fuelprices,includingvolatilityinthecostoffossilfuels;

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thetimingofadoptionandimplementationoffullyautonomousvehicles;

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governmentregulationsandeconomicincentives;

•

accesstochargingfacilitiesandrelatedinfrastructurecostsandstandardizationofZEVchargingsystems;

•

electricgridcapacityandreliability;and

•

macroeconomicfactors.

Ouremployeesandindependentcontractorsmayengageinmisconductorotherimproperactivities,whichcouldhaveanadverseeffectonourbusiness,prospects,financialconditionandoperatingresults.

We are exposed to the risk that our employees and independent contractors may engage in misconduct or other illegal activity. Misconduct by theseparties could include intentional, reckless or negligent conduct or other activities that violate laws and regulations, including production standards, U.S.federal and state fraud, abuse, data privacy and security laws, other similar non-U.S. laws or laws that require the true, complete and accurate reporting offinancialinformationordata.Itisnotalwayspossibletoidentifyanddetermisconductbyemployeesandotherthirdparties,andtheprecautionswetaketodetect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmentalinvestigationsorotheractionsorlawsuitsstemmingfromafailuretobeincompliancewithsuchlawsorregulations.Inaddition,wearesubjecttotheriskthatapersonorgovernmentcouldallegesuchfraudorother misconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights,those actions could have a significant impact on our business, prospects, financial condition and operating results, including, without limitation, theimpositionofsignificantcivil,criminalandadministrativepenalties,damages,monetaryfines,disgorgement,integrityoversightandreportingobligationsto resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earningsandcurtailmentofouroperations,anyofwhichcouldadverselyaffectourbusiness,prospects,financialconditionandoperatingresults.

Wemaybecomesubjecttoproductliabilityclaims,includingpossibleclassactionandderivativelawsuits,whichcouldharmourfinancialconditionandliquidityifwearenotabletosuccessfullydefendorinsureagainstsuchclaims.

Productliabilityclaims,eventhosewithoutmeritorthosethatdonotinvolveourZEVs,couldharmourbusiness,prospects,financialconditionandoperatingresults.Theautomobileindustryinparticularexperiencessignificantproductliabilityclaims,andwefaceinherentriskofexposuretoclaimsinthe event our ZEVs do not perform or are claimed to not have performed as expected. As is true for other ZEV suppliers, we expect in the future that ourZEVs will be involved in crashes resulting in death or personal injury. Additionally, product liability claims that affect our competitors or suppliers maycauseindirectadversepublicityforusandourZEVs.

Asuccessfulproductliabilityclaimagainstuscouldrequireustopayasubstantialmonetaryaward.Moreover,aproductliabilityclaimagainstusorour competitors could generate substantial negative publicity about our ZEVs and business and could have a material adverse effect on our brand,business,prospects,financialconditionandoperatingresults.Wemayself-insureagainsttheriskofproductliabilityclaimsforvehicleexposure,meaningthatanyproductliabilityclaimswilllikelyhavetobepaidfromcompanyfunds,notbyinsurance.

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Ourbusinessmaybeadverselyaffectedbylaborandunionactivities.

Althoughnoneofouremployeesarecurrentlyrepresentedbyalaborunion,itiscommonthroughouttheautomobileindustrygenerallyformanyemployeesatautomobilecompaniestobelongtoaunion,whichcanresultinhigheremployeecostsandincreasedriskofworkstoppages.Wemayalsodirectly and indirectly depend upon other companies with unionized work forces, such as our manufacturing partners, parts suppliers and trucking andfreightcompanies,andworkstoppagesorstrikesorganizedbysuchunionscouldhaveamaterialadverseimpactonourbusiness,financialconditionoroperatingresults.

Ifwefailtointroduceoracquirenewproductsorservicesthatachievebroadmarketacceptanceonatimelybasis,orifitsproductsorservicesarenotadoptedasexpected,wewillnotbeabletocompeteeffectively.

We operate in a highly competitive, quickly changing environment, and our future success depends on our ability to develop or acquire, andintroduce new products and services that achieve broad market acceptance. Our ability to successfully introduce and market new products is unproven.Because we have a limited operating history and the market for our products, including newly acquired or developed products, is rapidly evolving, it isdifficulttopredictouroperatingresults,particularlywithrespecttoanynewproductsthatwemayintroduce.Oursuccesswilldependinlargepartuponour ability to identify demand trends in the market in which we operate and quickly develop or acquire, and design, manufacture and sell, products andservicesthatsatisfythesedemandsinacost-effectivemanner.

In order to differentiate our products and services from competitors’ products, we need to increase focus and capital investment in research anddevelopment, including software development. If any products currently sold by, and services offered by, us do not continue, or if our new products orservices fail to achieve widespread market acceptance, or if we are unsuccessful in capitalizing on opportunities in the market in which we operate, ourfuturegrowthmaybeslowedand our business,resultsofoperationsandfinancialconditioncouldbemateriallyadverselyaffected.Successfullypredictingdemand trends is difficult, and it is very difficult to predict the effect that introducing a new product or service will have on existing product or servicesales. It is possible that we may not be successful with our new products and services, and as a result our future growth may be slowed and our business,results of operations and financial condition could be materially adversely affected. Also, we may not be able to respond effectively to new product orserviceannouncementsbycompetitorsbyquicklyintroducingcompetitiveproductsandservices.

In addition, we may acquire companies and technologies in the future. In these circumstances, we may not be able to successfully manageintegrationofthenewproductandservicelineswithourexistingsuiteofproductsandservices.Ifweareunabletoeffectivelyandsuccessfullyfurtherdevelopthesenewproductandservicelines,wemaynotbeabletoincreaseormaintainsales,andourgrossmarginmaybeadverselyaffected.

Furthermore,thesuccessofournewproductswilldependonseveralfactors,including,butnotlimitedto,marketdemandcosts,timelycompletionandintroductionoftheseproducts,promptresolutionofanydefectsorbugsintheseproducts,ourabilitytosupporttheseproducts,differentiationofnewproducts from those of our competitors, market acceptance of these products, delays and quality issues in releasing new products and services. Theoccurrence of one or more of the foregoing factors may result in lower quarterly revenue than expected, and we may in the future experience product orserviceintroductionsthatfallshortofitsprojectedratesofmarketadoption.

Ifourproductsfailtoachieveandsustainsufficientmarketacceptance,ourrevenuewillbeadverselyaffected.

Oursuccesswilldependonourabilitytodevelopandmarketproductsthatarerecognizedandacceptedasreliable,enablingandcost-effective. Somepotentialcustomersmayalreadyuseproductssimilartowhatwecurrentlyofferandsimilartowhatwemayofferinthefutureandmaybereluctanttoreplacethoseproductswithwhatwecurrentlyofferorwhichwe mayofferinthefuture.Marketacceptanceofourproductsandtechnologywilldependon many factors, including our ability to convince potential customers that our products and technology are an attractive alternative to existing productsandtechnology.Priortoadoptingourproductsandtechnology,somepotentialcustomersmayneedto

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devotetimeandefforttotestingandvalidatingoursystems.Anyfailureofoursystemstomeetthesecustomerbenchmarkscouldresultinpotentialcustomerschoosingtoretaintheirexistingsystemsortopurchasesystemsotherthanours.

RisksRelatedtoOwnershipofOurCommonStock

Concentrationofownershipamongourexistingexecutiveofficers,directorsandtheiraffiliatesmaypreventnewinvestorsfrominfluencingsignificantcorporatedecisions.

Ourofficers,directorsandtheiraffiliatesbeneficiallyownapproximately 62.2%ofour common stock at June 30, 2021.Asaresult,thesestockholderswillbeabletoexercise a significant level of control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This control could have the effect of delaying orpreventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossiblewithoutthesupportofthesestockholders.

Wedonotexpecttodeclareanydividendsintheforeseeablefuture.

WedonotanticipatedeclaringanycashdividendstoholdersofourCommonStockintheforeseeablefuture.Consequently, holders of our Common Stock ~~(the “Founder Shares”), including up~~mayneedtorelyonsalesoftheirsharesafterpriceappreciation,whichmayneveroccur,astheonlywaytorealizeanyfuturegainsontheirinvestment.

IfwedonotmaintainacurrentandeffectiveprospectusrelatingtotheCommonStockissuableuponexerciseofthewarrants,holderswillonlybeabletoexercisesuchwarrantsona“cashlessbasis.”

If we do not maintain as current and effective the prospectus relating to ~~750,000 shares subject~~the Common Stock issuable upon exercise of the warrants at the timethat holders wish to ~~forfeiture if~~exercise such warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration isavailable. As a result, the ~~Underwriters did not exercise the over-allotment option, for an aggregate purchase price~~number of ~~$25~~,~~000, or $0~~.~~0044 per share. The Company also issued 5,000~~ shares of Common Stock ~~solely in consideration of future services, to each~~that holders will receive upon exercise of the ~~Insiders pursuant~~ warrants will be fewer than it would havebeenhadsuchholderexerciseditswarrantforcash.Further,ifanexemptionfromregistrationisnotavailable,holderswouldnotbeableto ~~Insider Shares Grant Agreements dated May 13, 2020 between~~ exerciseonacashlessbasisandwouldonlybeabletoexercisetheirwarrantsforcashifacurrentandeffectiveprospectusrelatingtothe ~~Company and each~~CommonStockissuableuponexercise of the ~~Insiders,~~warrants is available. Pursuant to the terms of the Amended and Restated Warrant Agreement, we have agreed to use our best efforts to have filed a registration statement relatingtotheCommonStockissuableuponexerciseofthewarrants and have agreed to maintain its effectivenessuntiltheexpirationofthewarrants.However,wecannotassureyouthatwewillbeabletodoso.Ifwearenotabletodoso,thepotential“upside”oftheholder’sinvestmentinLightningeMotors maybereducedorthewarrantsmayexpireworthless.

Thereisnoguaranteethatthewarrantswilleverbeinthemoney,andtheymayexpireworthlessandthetermsofwarrantsmaybeamended.

Theexercisepriceforthewarrantsis$11.50pershareofCommonStock.Thereisnoguaranteethatthewarrantswilleverbeinthemoneypriortotheirexpiration,andassuch,thewarrantsmayexpireworthless.

Inaddition,thewarrantswereissuedinregisteredformundertheAmendedandRestatedWarrantAgreementbetweenContinentalStockTransfer&Trust Company, as warrant agent, and us. The Amended and Restated Warrant Agreement provides that the terms of the warrants may be amendedwithout the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of thethenoutstandingwarrantstomakeanyotherchange.Accordingly,wemayamendthetermsofthewarrantsinamanneradversetoaholderifholdersofatleast50%ofthethenoutstandingwarrantsapproveofsuchamendment.Althoughour abilitytoamendthetermsofthewarrantswiththeconsentofatleast50%ofthethenoutstandingwarrantsisunlimited,examplesofsuchamendmentscouldbeamendmentsto,amongotherthings,increasetheexercisepriceof

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the warrants, shorten the exercise period or decrease the number of shares and their respective affiliates and associates have of Common Stockpurchasableuponexerciseofawarrant.

WarrantswillbecomeexercisableforourCommonStock,whichwouldincreasethenumberofshareseligibleforfutureresaleinthepublicmarketandresultindilutiontoourstockholders.

The public warrants issued as part of our Business Combination are exercisable for ~~an aggregate issuance of 15,000~~14,999,970 shares of Common Stock ~~(the “Insider Shares”). On June 27, 2020,~~at $11.50 per share. We also issued the ~~45-day over-allotment option expired,~~ warrants related to the Convertible Note to purchase up to 8,695,652 shares of Common Stock for a per share exercise price of $11.50. The additional shares ofCommonStockissueduponexerciseofthesewarrantswillresultindilutionto ourholdersofCommonStockandincreasethenumberofshareseligibleforresaleinthepublicmarket.SalesofsubstantialnumbersofsuchsharesinthepublicmarketcouldadverselyaffectthemarketpriceofourCommonStock.

TheCompanyhasnoobligationtonetcashsettlethewarrants.

InnoeventwilltheCompanyhaveanyobligationtonetcashsettlethewarrants.Furthermore,therearenocontractualpenaltiesforfailuretodeliversecuritiestotheholdersofthewarrantsuponexerciseofthewarrants.Accordingly,thewarrantsmayexpireworthless.

AmarketfortheCompany’ssecuritiesmaynotcontinue,whichwouldadverselyaffecttheliquidityandpriceofitssecurities.

Thepriceof oursecuritiesmayfluctuatesignificantlyduetogeneralmarketandeconomicconditions.Anactivetradingmarketfor our securities may not be sustained. In addition, the price of our securities can vary due to general economic conditions andforecasts, our general business condition and the ~~Underwriters did~~release of our financial reports. Additionally, if oursecurities are not ~~exercise~~listed on, or become delisted from, the ~~option as described~~NYSE for any reason, and are quoted on the OTC Bulletin Board (an inter-dealer automatedquotationsystemforequitysecuritiesthatisnotanationalsecuritiesexchange),theliquidityandpriceof oursecuritiesmaybemorelimitedthanif oursecuritieswerequotedorlistedontheNYSEoranothernationalsecuritiesexchange.Youmaybeunabletosellyoursecuritiesunlessamarketcanbeestablishedorsustained.

Themarketprice of our securitiesmay fluctuate and may decline.

Fluctuations in the ~~Company’s Form 8-K filed with the SEC on June 30, 2020. Therefore, the Sponsor forfeited 750,000 Founder Shares, which were subsequently cancelled.~~ ~~As a result, there were 5,000,000 Founder Shares and Insider Shares outstanding as~~price of ~~June 30, 2020.~~

~~The Founder Shares were issued pursuant~~our securities could contribute to the ~~exemption from registration contained~~loss of all or part of your investment. The trading price of our securities could bevolatileandsubjecttowidefluctuationsinresponsetovariousfactors,someofwhicharebeyondourcontrol.Anyofthefactorslistedbelowcouldhaveamaterialadverseeffecton our securities.

•

actualoranticipatedfluctuationsinour quarterlyfinancialresultsorthequarterlyfinancialresultsofcompaniesperceivedtobesimilar to us;

•

changesinthemarket’sexpectationsabout our operatingresults;

•

successofcompetitors;

•

Ouroperatingresultsfailingtomeettheexpectationofsecuritiesanalystsorinvestorsinaparticularperiod;

•

changesinfinancialestimatesandrecommendationsbysecuritiesanalystsconcerning usorthemarketingeneral;

•

operatingandstockpriceperformanceofothercompaniesthatinvestorsdeemcomparableto us;

•

Ourabilitytomarketnewandenhancedservicesandproductsonatimelybasis;

•

changesinlawsandregulationsaffectingour business;

•

commencementof,orinvolvementin,litigationinvolvingus;

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•

changesinourcapitalstructure,suchasfutureissuancesofsecuritiesortheincurrenceofadditionaldebt;

•

thevolumeofsharesofourCommon Stockavailableforpublicsale;

•

anymajorchangeintheboardormanagement;

•

salesofsubstantialamountsofCommonStockbyourdirectors,executiveofficersorsignificantstockholdersortheperceptionthatsuchsalescouldoccur;and

•

generaleconomicandpoliticalconditionssuchasrecessions,interestrates,fuelprices,internationalcurrencyfluctuationsandactsofwarorterrorism.

Broadmarketandindustryfactorsmaymateriallyharmthemarketpriceof oursecuritiesirrespectiveof our operatingperformance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to theoperating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, maynot be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us coulddepressourstockpriceregardlessofourbusiness,prospects,financialconditionorresultsofoperations.Adeclineinthemarketpriceofoursecuritiesalsocouldadverselyaffectourabilitytoissueadditionalsecuritiesandourabilitytoobtainadditionalfinancinginthefuture.

Ifsecuritiesorindustryanalystsceasepublishingresearchorreportsaboutour Company,ourbusiness,orourmarket,oriftheychangetheirrecommendationsregardingoursecuritiesadversely,thepriceandtradingvolumeofoursecuritiescoulddecline.

Thetradingmarketforoursecuritieswillbeinfluencedbytheresearchandreportsthatindustryorsecuritiesanalystsmaypublishaboutour Company, our business, our market, or our competitors. If any of the analysts who cover us, change their recommendation regarding ourstockadversely,orprovidemorefavorablerelativerecommendationsaboutourcompetitors,thepriceofoursecuritieswouldlikelydecline.Ifanyanalystwho covers us were to cease covering us or fail to regularly publish reports on it, we could losevisibilityinthefinancialmarkets,whichcouldcauseourstockpriceortradingvolumetodecline.

ThefuturesalesofsharesbyexistingstockholdersmayadverselyaffectthemarketpriceofourCommonStock.

SalesofasubstantialnumberofsharesofourCommonStockinthepublicmarketcouldoccuratanytime.Ifourstockholderssell,orthemarketperceives that our stockholders intend to sell, substantial amounts of our Common Stock in the public market, the market price of our Common Stockcoulddecline.

Therewereapproximately73.2millionsharesofCommonStockoutstandingimmediatelyfollowingtheBusinessCombination,andtheremaybealarge number of shares of Common Stock sold in the market following the completion of the Business Combination. The shares held by the Company’spublicstockholdersandthesharesofCommonStockheldbythePIPEInvestorare freelytradable.Inaddition,wehaveregisteredtheresaleofsharesofsomeofthesharesofCommonStockissuedaspart of the Business Combination,whichshares will become available for resale following the expiration of any applicable lockup period, as well as the shares of Common Stock into which theConvertibleNotewillconvertandareissuableuponexerciseoftheConvertibleNote.WealsoexpectthatRule144willbecomeavailableforthe resale of shares of our Common Stock that are not registered for resale beginning on May 12, 2022. Such sales of shares of Common Stock or theperceptionofsuchsalesmaydepressthemarketpriceofourCommonStock.

Wemayredeemtheunexpiredwarrantspriortotheirexerciseatatimethatisdisadvantageoustowarrantholders,therebymakingtheirwarrantsworthless.

Wehavetheabilitytoredeemoutstandingwarrantsatanytimeaftertheybecomeexercisableandpriortotheirexpiration,atapriceof$0.01perwarrant,providedthatthelastreportedsalespriceoftheCommonStockequalsor

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exceeds$18.00pershareforany20tradingdayswithina 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrantsbecome redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under allapplicablestatesecuritieslaws.Redemptionoftheoutstandingwarrantscouldforce warrant holders(i)toexercise theirwarrantsandpaytheexercisepricethereforatatimewhenitmaybedisadvantageousforthemtodoso,(ii)tosell their warrantsatthethen-currentmarketpricewhentheymightotherwisewishtoholdtheir warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to besubstantially less than the market value of your warrants. None of the private placement warrants and warrants underlying the units issuable uponconversion of working capital loan will be redeemable by us so long as they are held by their initial purchasers or their permittedtransferees.

Wehave registeredthesharesofCommonStockissuableuponexerciseofthewarrantsundertheSecuritiesAct.IfthesharesissuableuponexerciseofthepublicwarrantsarenotregisteredundertheSecuritiesAct at the time of exercise,wewillberequiredtopermitholderstoexercisetheirpublicwarrantsonacashlessbasis.However,nopublicwarrantwillbeexercisableforcashoronacashlessbasis,andwewillnotbeobligatedtoissueanysharestoholdersseekingtoexercisetheirpublicwarrants,unlesstheissuanceofthesharesuponsuchexerciseisregisteredorqualifiedunderthesecuritieslawsofthestateoftheexercisingholderoranexemptionfromregistrationisavailable. Notwithstanding the above, if our Common Stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that itsatisfies the definition of a “covered security” under Section ~~4(a)(2)~~18(b)(1) of the Securities Act, we may, at our option, require holders of ~~1933, as amended (the “Securities Act”). The~~public warrants whoexercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we willnotberequiredtofileormaintainineffectaregistrationstatement,andintheeventwedonotsoelect,wewilluseourbesteffortstoregisterorqualifytheshares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any public warrant, orissue securities or other compensation in exchange for the public warrants in the event that we are unable to register or qualify the shares underlying thepublicwarrantsunderapplicablestatesecuritieslawsandthereisnoexemptionavailable.Iftheissuanceofthesharesuponexerciseofthepublicwarrantsis not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be entitled to exercise such publicwarrantandsuchpublicwarrantmayhavenovalueandexpireworthless.Insuchevent,holderswhoacquiredtheirpublicwarrantsaspartofapurchase of public units will have paid the ~~Founder Shares is an “accredited investor” as such term is defined in Rule 501(a)~~full unit purchase price solely for the shares of ~~Regulation D under the Securities Act.~~

~~Private Placement~~

On May 18, 2020 the Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 243,479 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value and three-fourths (3/4) of one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6. Unlike the warrantsCommon Stock included in the ~~Units sold~~public units. If and when the publicwarrantsbecomeredeemablebyus,wemayexerciseourredemptionrightevenifweareunabletoregisterorqualifytheunderlyingsecuritiesforsaleunderallapplicablestatesecuritieslaws.However, there may be instances in which holders of our publicwarrantsmaybeunabletoexercisesuchpublicwarrantsbutholdersofourprivatewarrantsmaybeabletoexercisesuchprivatewarrants.

Anti-takeoverprovisionscontainedinourSecondAmendedandRestatedCertificateofIncorporationaswellasprovisionsofDelawarelaw,couldimpairatakeoverattempt.

Our Second Amended and Restated Certificate of Incorporation contain a provision that may discourage unsolicited takeover proposals thatstockholders may consider to be in their best interests. We are is also subject to anti-takeover provisions under Delaware law, which coulddelayorpreventachangeofcontrol.Togethertheseprovisionsmaymakemoredifficulttheremovalofmanagementandmaydiscouragetransactionsthatotherwisecouldinvolvepaymentofapremiumoverprevailingmarketpricesforoursecurities.Theseprovisionswillinclude:

•

nocumulativevotingintheelectionofdirectors,whichlimitstheabilityofminoritystockholderstoelectdirectorcandidates;

•

aclassifiedboardofdirectorswiththree-yearstaggeredterms,whichcoulddelaytheabilityofstockholderstochangethemembershipofamajorityoftheBoard;

•

therightofourBoardtoelectadirectortofillavacancycreatedbytheexpansionofourBoardortheresignation,deathorremovalofadirectorincertaincircumstances,whichpreventsstockholdersfrombeingabletofillvacanciesonourBoard;

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•

aprohibitiononstockholderactionbywrittenconsent,whichforcesstockholderactiontobetakenatanannualorspecialmeetingofourstockholders;and

•

therequirementthatameetingofstockholdersmayonlybecalledbymembersofourBoardorthestockholdersholdingamajorityofourshares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal ofdirectors.

Theseprovisions,aloneortogether,coulddelayhostiletakeoversandchangesincontrolof us orchangesinourBoardandmanagement.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the ~~Offering, if~~DGCL, which prevents somestockholders holding more than 15% of our outstanding Common Stock from engaging in certain business combinations without approval of the holdersof substantially all of our Common Stock. Any provision of the Second Amended and Restated Certificate of Incorporation or bylaws orDelawarelawthathastheeffectofdelayingordeterringachangeincontrolcouldlimittheopportunityforourstockholderstoreceiveapremiumfortheirsharesofourCommonStockandcouldalsoaffectthepricethatsomeinvestorsarewillingtopayforourCommonStock.

Certain of our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.

We had 670,108 warrants that were issued in private placements that occurred concurrently with Business Combination. These private warrants and the shares of our Common Stock issuable upon the exercise of the private warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the ~~original holder~~initial purchasers or ~~its~~their permitted transferees, the warrants included in the Private Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination.transferees. If the private warrants ~~included in the Private Placement Units~~ are held by ~~holders~~someone other than the initial ~~holders~~purchasers or their permitted transferees, the private warrants ~~included in the Private Placement Units~~ will be redeemable by ~~the Company~~us and exercisable by such holders on the same basis as the warrants included in the ~~Offering.~~units sold in our Business Combination, in which case the 670,108 private warrants could be redeemed by the Company for $6,701. Under GAAP, we are required to evaluate contingent exercise provisions of these warrants and then their settlement provisions to determine whether they should be accounted for as a warrant liability or as equity. Any settlement amount not equal to the difference between the fair value of a fixed number of the Company’s equity shares and a fixed monetary amount precludes these warrants from being considered indexed to its own stock, and therefore, from being accounted for as equity. As a result of the provision that the private warrants, when held by someone other than the initial purchasers or their permitted transferees, will be redeemable by us, the requirements for accounting for these warrants as equity are not satisfied. Therefore, we are required to account for these private warrants as a warrant liability and record (a) that liability at fair value, which was determined as the same as the fair value of the warrants included in the units sold in the Business Combination, and (b) any subsequent changes in fair value as of the end of each period for which earnings are reported. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.

Our Second Amended and Restated Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery of the State ofDelaware and the federal district courts of the United States of America is the sole and exclusive forums for substantially all disputes betweenLightningeMotorsanditsstockholders,whichcouldlimitourstockholders’abilitytoobtainafavorablejudicialforumfordisputeswithLightningeMotorsoritsdirectors,officers,oremployees.

OurSecondAmendedandRestatedCertificateofIncorporationrequires,tothefullestextentpermittedbylaw,thatderivativeactionsbroughtinourname, actions against our directors, officers, and employees for breach of fiduciary duty and other similar actions may be brought only in the Court ofChancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service ofprocess on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is anindispensablepartynotsubjecttothejurisdictionoftheCourtofChancery(andtheindispensablepartydoesnotconsenttothepersonaljurisdictionoftheCourtofChancerywithintendaysfollowingsuchdetermination),(B)which

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isvestedintheexclusivejurisdictionofacourtorforumotherthantheCourtofChancery,(C)forwhichtheCourtofChancerydoesnothavesubjectmatterjurisdiction,or(D)anyactionarisingundertheSecuritiesAct,astowhichthe Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Any person or entity purchasing orotherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our SecondAmended and Restated Certificate of Incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forumthat it finds favorable for disputes with us or any of our directors, officers, or employees which may discourage lawsuits with respect to such claims,althoughourstockholderswillnotbedeemedtohavewaivedourcompliancewithfederalsecuritieslawsandtherulesandregulationsthereunder. However,thereisnoassurancethatacourtwouldenforcethechoiceof forumprovisioncontainedinourSecondAmendedandRestatedCertificateofIncorporation.Ifacourtweretofindsuchprovisiontobeinapplicableorunenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,operatingresultsandfinancialcondition.

OurSecondAmendedandRestatedCertificateofIncorporationprovidesthattheexclusiveforumprovisionwillbeapplicabletothefullestextentpermittedbyapplicablelaw.Section27oftheExchangeActcreatesexclusivefederaljurisdictionoverallsuitsbroughttoenforceanydutyorliabilitycreatedbytheExchangeActortherulesandregulationsthereunder.Asaresult,theexclusiveforumprovisionwillnotapplytosuitsbroughttoenforceanydutyorliabilitycreatedbytheExchangeActoranyotherclaimforwhichthefederalcourtshaveexclusivejurisdiction.

General Risk Factors

TheJOBSActpermits“emerginggrowthcompanies”likeustotakeadvantageofcertainexemptionsfromvariousreportingrequirementsapplicabletootherpubliccompaniesthatarenotemerginggrowthcompanies.

We are an emerging growth company (“EGC”), as defined in the JOBS Act. The ~~Private Placement Units were issued~~JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to ~~the exemption from registration contained in~~ Section ~~4(a)(2)~~404(b) of the ~~Securities Act~~Sarbanes-Oxley Act; (ii) provide all of ~~1933, as amended (the “Securities Act”). The Founder and Underwriters are each an “accredited investor” as such term is defined in Rule 501(a)~~the compensation disclosure that may be required of ~~Regulation D~~non-emerging growth public companies under the ~~Securities Act.~~Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

~~Insider Shares~~

~~Simultaneously with~~We will remain an EGC under the ~~completion~~JOBS Act until the earliest of (i) December 31, 2025, which is the last day of our first fiscal year following the fifth anniversary of the initial ~~closing~~public offering of Gig, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the ~~Offering,~~SEC with at least $700.0 million of outstanding securities held by non-affiliates, or (iv) the date on which we have issued ~~5,000 insider shares,~~more than $1.0 billion in ~~consideration~~non-convertible debt securities during the previous

WecannotpredictifinvestorswillfindourCommonStocklessattractivebecausewerelyontheseexemptions.IfsomeinvestorsfindourCommonStocklessattractiveasaresult,theremaybealessactivetradingmarketforourCommonStockandourstockpricemaybemorevolatile.

Table of ~~future services,~~Contents

WearesubjecttoU.S.andforeignanti-corruptionandanti-moneylaunderinglawsandregulations.Wecanfacecriminalliabilityandotherseriousconsequencesforviolations,whichcanharmourbusiness.

WearesubjecttotheU.S.ForeignCorruptPracticesActof1977,asamended,theU.S.domesticbriberystatutecontainedin18U.S.C.§201,the U.S.TravelAct,theUSAPATRIOTActandpossiblyotheranti-briberyandanti-moneylaunderinglawsincountriesinwhichweconductactivities.Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing,promising,offeringorproviding,directlyorindirectly,improperpaymentsoranythingelseofvaluetorecipientsinthepublicorprivatesector.Wecanbeheld liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize orhaveactualknowledgeofsuchactivities.Anyviolationsofthelawsandregulationsdescribedabovemayresultinsubstantialcivilandcriminalfinesandpenalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harmandotherconsequences.

Changesinlawsorregulations,orafailuretocomplywithanylawsandregulations,mayadverselyaffecttheCompany’sbusiness,investmentsandresultsofoperations.

We are subjecttolaws,regulationsandrulesenactedbynational,regionalandlocalgovernments.Inparticular,theCompanyisrequiredtocomply with certain SEC, NYSE and other legal or regulatory requirements. Compliance with, andmonitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and theirinterpretation and application may also change from time to ~~each~~time and those changes could have a material adverse effect on our business,investmentsandresultsofoperations.Inaddition,afailuretocomplywithapplicablelaws,regulationsandrules,asinterpretedandapplied,couldhaveamaterialadverseeffectonour businessandresultsofoperations.

Item 2. Unregistered Sales of ~~Messrs. Weightman, Wang~~Equity Securities and Betti-Berutto (“Insiders”), for an aggregate issuance of 15,000 shares of common stock. The insider shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Each of the Insiders is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.

Use of Proceeds

On May 18, 2020, the Company completed the closing of the Offering whereby the Company sold 20,000,000 Units. Each Unit consists of one share of the Company’s common stock and three-fourths (3/4) of one warrant to purchase the Company’s common stock. No fractional shares will be issued upon exercise of the warrants. The Units in the Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds from the Offering in the aggregate amount of $200,000,000. The Units sold in the Offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-236626), which were declared effective by the SEC on May 13, 2020. The Underwriters for the Offering were Nomura Securities International, Inc., Oppenheimer & Co. Inc., and Odeon Capital Group LLC.None.

The Company incurred $12,747,907 in transaction costs, consisting of $4,000,000 of underwriting fees, $8,000,000 of deferred underwriting fees, and $747,907 of offering costs. After deducting the underwriting discounts and commissions and offering expenses paid, the total net proceeds from the Offering and Private Placement was $204,286,883, of which $202,000,000 were placed in Trust Account at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee. Using a portion of the net proceeds of the Offering that was not placed in the Trust Account, we repaid a promissory note issued to our Sponsor, which bore the outstanding principal amount of $100,000, when we repaid it upon the closing of the Offering. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.

~~As of June 30, 2020, we had cash of $1,957,071 held outside the Trust Account for working capital purposes.~~

Item 3. Defaults Upon Senior ~~Securities.~~Securities

~~Not Applicable.~~None.

Item 4. Mine Safety ~~Disclosures.~~Disclosures

Not ~~Applicable.~~applicable.

Item 5. Other ~~Information.~~Information

~~None.~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

To the extent applicable, the information in Item 8.01 below is incorporated by reference into this Item 5.02.

Item 5.08 Shareholder Director Nominations

To the extent applicable, the information in Item 8.01 below is incorporated by reference into this Item 5.08.

Item 8.01 Other Events

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We intend to hold our first meeting of shareholders (the “Annual Meeting”) on October 7, 2021, at 9:00 AM Mountain Daylight Time virtually. We will publish additional details regarding the additional information regarding the time, location and matters to be voted on at the Annual Meeting in the Company’s proxy statement for the Annual Meeting.

At a meeting of the board of directors of the Company (the “Board”) on August 10, 2021, the Board voted to adopt a three-member slate of directors for Class I to be elected at the Annual Meeting. The slate will include Mr. Timothy Reeser, Mr. Robert Fenwick-Smith (currently serving as Class II and Class III directors, respectively) and Ken Jack. Avi Katz, Raluca Dinu and Neil Miotto, currently serving as Class I directors, each have a term that will expire at the conclusion of the Annual Meeting and will not be re-nominated to the Board. In connection with their nomination, Mr. Timothy Reeser and Mr. Robert Fenwick-Smith notified the Board on August 10, 2021 that Mr. Reeser will resign as a Class II director and Mr. Fenwick-Smith will resign as a Class III director, each effective as of the Annual Meeting and each contingent upon their election as a Class I director. If elected as Class I directors by the shareholders at the Annual Meeting, Mr. Resser and Mr. Fenwick-Smith will each serve until the 2024 meeting of shareholders.

We are also disclosing deadlines for certain notices under SEC rules and our Amended and Restated Bylaws in connection with the Annual Meeting.

Under the SEC’s proxy rules, we have set the deadline for submission of proposals to be included in our proxy materials for the Annual Meeting as the close of business on August 26, 2021. Accordingly, in order for a shareholder proposal to be considered for inclusion in our proxy materials for the Annual Meeting, the proposal must be received by our General Counsel, Lightning eMotors, Inc., 815 14th Street, Loveland, Colorado 80537, on or before the close of business on August 26, 2021, and must comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

In accordance with the advance notice requirements contained in our Amended and Restated Bylaws, for business to be brought before the Annual Meeting by a shareholder, other than Rule 14a-8 proposals described above, written notice must be delivered to our General Counsel, Lightning eMotors, Inc., 815 14th Street, Loveland, Colorado 80537, on or before the close of business on August 26, 2021. These shareholder notices also must comply with the requirements of our Amended and Restated Bylaws and will not be effective otherwise.

Item 6. E~~xhibits.~~Exhibits

EXHIBIT INDEX

~~Exhibit~~ ~~Number~~
Exhibit No.		Description

3.1		Second Amended and Restated Certificate of Incorporation of Lightning eMotors, Inc. (incorporated by reference to Exhibit 3.1 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

31.1*3.2		Amended and Restated Bylaws of Lightning eMotors, Inc. (incorporated by reference to Exhibit 3.2 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed on the Company’s Form S-1, filed by the Registrant on June 21, 2021)

4.2		Specimen Warrant Certificate (incorporated by reference to Exhibit A in Exhibit 10.4 filed on the

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		Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

10.1		Registration Rights and Lock-Up Agreement, dated May 6, 2021, by and among Lightning eMotors, Inc. and certain stockholders (incorporated by reference to Exhibit 10.1 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

10.2		Indenture dated May 6, 2021, by and between Lightning eMotors, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (incorporated by reference to Exhibit 10.3 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

10.3		Amended and Restated Warrant Agreement, dated May 6, 2021, by and between GigCapital3, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.4 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on May 12, 2021)

31.1†		Certification of ~~Principal~~Chief Executive Officer ~~Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted~~ Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

31.2*31.2†		Certification of ~~Principal~~Chief Financial Officer ~~Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted~~ Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.1*		Certification of ~~Principal~~Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.2*		Certification of ~~Principal~~Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

~~101.INS~~101.INS†		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

~~101.SCH~~101.SCH†		XBRL Taxonomy Extension Schema Document

~~101.CAL~~101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document

~~101.DEF~~101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document

~~101.LAB~~101.LAB†		XBRL Taxonomy Extension Label Linkbase Document

~~101.PRE~~101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document

*104†

~~Filed herewith.~~

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

† Filed herewith

* Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~ duly authorized.

Date: August 16, 2021


			~~Company Name~~LIGHTNING EMOTORS, INC.

~~Date: August 14, 2020~~		By:	/s/ ~~Dr. Avi S. Katz~~Timothy Reeser
	Name:		Timothy Reeser
	Title:		President, Chief Executive Officer ~~President and Executive Chairman~~
		(Principal Executive Officer)

~~Date: August 14, 2020~~		By:	/s/ ~~Brad Weightman~~Teresa Covington
	Name:		~~Brad Weightman~~Teresa Covington
	Title:		Executive Vice President, ~~and~~ Chief Financial Officer
		(Principal Financial ~~and Accounting~~ Officer)


Delaware	84-4605714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification ~~No.)~~
~~1731 Embarcadero Rd., Suite 200~~ ~~Palo Alto, CA~~	~~94303~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~Number)


Title of ~~each class~~Each Class	Trading ~~Symbol(s)~~symbol	Name of ~~each exchange~~Exchange on which registered
~~Units, each consisting of one share of Common Stock and three-fourths of one Redeemable Warrant~~	~~GIK.U~~	~~New York Stock Exchange~~
Common Stock, par value $0.0001 per share	~~GIK~~ZEV	New York Stock Exchange
Redeemable Warrants, each full warrant exercisable for one share of Common ~~Stock~~stock at an exercise price of $11.50 per share	~~GIK.WS~~ZEV.WS	New York Stock Exchange

☒
(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934