NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A Special Meeting of Stockholders, or the Special Meeting, of Lightning eMotors, Inc., or the Company, will be held on Thursday, August 24, 2023, beginning at 9:00 a.m. Mountain Daylight Time at the Company’s offices located at 815 14th Street SW, Loveland, CO 80537.

The Special Meeting will be held for the following purposes:

  1. To approve, in accordance with the rules of the New York Stock Exchange, or NYSE, the issuance of shares of common stock to YA II PN, Ltd., or Yorkville, in excess of 20% of our pre-transaction outstanding common stock or voting power at a price per share below “Minimum Price” pursuant to that certain Pre-Paid Advance Agreement dated May 16, 2023, by and between the Company and Yorkville, or the PPA.
  2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in favor of Proposal No. 1 or establish a quorum.
  3. To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement. The record date for the Special Meeting is July 7, 2023. Only stockholders of record as of the close of business on that date may vote at the meeting or any adjournment or postponement thereof.

The proxy statement is available below and also online at www.cstproxy.com/lightningemotors/sm2023

August 2023 Special Meeting Proxy Statement

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