Lightning eMotors, Inc. (Form: 8-K, Received: 02/01/2022 08:01:39)

Lightning eMotors, Inc.

Dated: February 1, 2022

/s/ Timothy Reeser

Chief Executive Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2022

Lightning eMotors, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39283

84-4605714

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

815 14th Street SW, Suite A100

Loveland, Colorado 80537

(Address of principal executive offices, including zip code)

1-800-223-0740

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ZEV	New York Stock Exchange
Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	ZEV.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 26, 2022, Meghan Sharp informed the Board of Directors (the “Board”) of Lightning eMotors, Inc. (the “Company”) of her resignation as a member of the Board effective February 7, 2022. Dr. Sharp informed the Board that she is resigning as a result of her recently accepted position at Decarbonization Partners, a partnership of BlackRock Inc. and Temasek Holdings Pte.

Item 7.01 Regulation FD Disclosure.

A copy of the Company's press release relating to the announcement described in Item 5.02(b) is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
99.1		Press Release dated February 1, 2022
104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

Dr. Meghan Sharp Accepts New Role as Global Head of Decarbonization Partners with BlackRock-Temasek

●

Sharp to lead team overseeing venture capital and private equity Investments

●

New role requires Sharp to resign from Lightning eMotors board of directors

LOVELAND, Colo., February 1, 2022 – Lightning eMotors (NYSE: ZEV), a leading provider of medium-duty and specialty commercial zero emission vehicles for fleets, today announced that board member Dr. Meghan Sharp has joined Decarbonization Partners, a BlackRock Inc. and Temasek Holdings Pte partnership to lead their venture capital and private equity investments in sustainable private market investments. Sharp informed the board that she will be required to step down as a director of Lightning eMotors as part of this change.

“It’s been my honor to serve on the board with Meghan. The support, insight, partnership, and leadership from her and her team at bp and bp Ventures for the last 12 years have been invaluable,” said Robert Fenwick-Smith Chairman of Lightning eMotors. “While we will miss her on our board, we are excited to see the impact she will have leading BlackRock’s decarbonization investment team and truly wish her the best.”

“While it’s disappointing that my new role will require me to leave the Lightning board of directors, I have every confidence in their leadership.” Sharp commented. “I’m excited to be entering this new role and helping to accelerate investment in carbon-cutting technologies.”

Lightning has begun to evaluate potential replacements on their board of directors.

About Lightning eMotors:

Lightning eMotors (NYSE: ZEV) has been providing specialized and sustainable fleet solutions since 2009, deploying complete zero-emission-vehicle (ZEV) solutions for commercial fleets since 2018 – including Class 3 cargo and passenger vans, ambulances, Class 4 and 5 cargo vans and shuttle buses, Class 4 Type A school buses, Class 6 work trucks, Class 7 city buses, and Class A motor coaches. The Lightning eMotors team designs, engineers, customizes, and manufactures zero-emission vehicles to support the wide array of fleet customer needs with a

full suite of control software, telematics, analytics, and charging solutions to simplify the buying and ownership experience and maximize uptime and energy efficiency. To learn more, visit our website at https://lightningemotors.com.

Lightning eMotors news media contact:

Nick Bettis

(800) 223-0740

pressrelations@lightningemotors.com

Lightning eMotors’ Investor Relations:

Brian Smith

(503)781-3472

Investorrelations@lightningemotors.com