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ZEV Lightning eMotors

GigCapital3, Inc. operates as a private-to-public equity company. The firm 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 company is headquartered in Palo Alto, CA.

Company profile

Ticker
ZEV, ZEV-WT
Exchange
CEO
Avishay S. Katz
Employees
Incorporated
Location
Fiscal year end
Former names
GigCapital3, Inc.
SEC CIK
IRS number
844605714

ZEV stock data

(
)

Calendar

16 Aug 21
16 Oct 21
31 Dec 21
Quarter (USD)
Jun 21 Mar 21 Dec 20 Sep 20
Revenue
Cost of revenue
Operating income
Operating margin
Net income
Net profit margin
Cash on hand
Change in cash
Diluted EPS
Annual (USD)
Dec 20
Revenue
Cost of revenue
Operating income
Operating margin
Net income
Net profit margin
Cash on hand
Change in cash
Diluted EPS

Financial data from company earnings reports.

Cash burn rate (estimated) Burn method: Change in cash Burn method: Operating income/loss Burn method: FCF (opex + capex)
Last Q Avg 4Q Last Q Avg 4Q Last Q Avg 4Q
Cash on hand (at last report) 201.89M 201.89M 201.89M 201.89M 201.89M
Cash burn (monthly) (positive/no burn) 5.96M 1.79M (positive/no burn) (positive/no burn)
Cash used (since last report) n/a 21.29M 6.39M n/a n/a
Cash remaining n/a 180.6M 195.5M n/a n/a
Runway (months of cash) n/a 30.3 109.1 n/a n/a

Beta Read what these cash burn values mean

Date Owner Security Transaction Code Indirect 10b5-1 $Price #Shares $Value #Remaining
7 Oct 21 Kenneth P. Jr. Jack Common Stock Grant Acquire A No No 0 8,332 0 18,676
7 Oct 21 Kenneth P. Jr. Jack Common Stock Grant Acquire A No No 0 10,344 0 10,344
13 Jul 21 Katz Avi S Common Stock Grant Acquire A No No 0 17,167 0 51,884
13 Jul 21 Katz Avi S Common Stock Grant Acquire A No No 0 17,167 0 34,717
13 Jul 21 Dinu Raluca Common Stock Grant Acquire A No No 0 17,167 0 34,334
13 Jul 21 Dinu Raluca Common Stock Grant Acquire A No No 0 17,167 0 17,167
13 Jul 21 Teresa Covington Common Stock Grant Acquire A No No 0 85,837 0 85,837

Data for the last complete 13F reporting period. To see the most recent changes to ownership, click the ownership history button above.

66.3% owned by funds/institutions
13F holders
Current Prev Q Change
Total holders 66 0 NEW
Opened positions 66 0 NEW
Closed positions 0 0
Increased positions 0 0
Reduced positions 0 0
13F shares
Current Prev Q Change
Total value 344.12M 0 NEW
Total shares 48.82M 0 NEW
Total puts 644.1K 0 NEW
Total calls 2.41M 0 NEW
Total put/call ratio 0.3
Largest owners
Shares Value Change
BP Technology Ventures 22.93M $179.28M NEW
Rosella 11.17M $87.36M NEW
Robert Fenwick-Smith 4.6M $35.96M NEW
Ionic Capital Management 3.43M $5.65M NEW
Vanguard 1.56M $12.97M NEW
LMR Partners 869.57K $1.43M NEW
Bank Of The West 604.85K $5.03M NEW
D. E. Shaw & Co. 434.78K $717K NEW
Moore Capital Management 375K $617K NEW
CNH Partners 361.74K $595K NEW
Largest transactions
Shares Bought/sold Change
BP Technology Ventures 22.93M +22.93M NEW
Rosella 11.17M +11.17M NEW
Robert Fenwick-Smith 4.6M +4.6M NEW
Ionic Capital Management 3.43M +3.43M NEW
Vanguard 1.56M +1.56M NEW
LMR Partners 869.57K +869.57K NEW
Bank Of The West 604.85K +604.85K NEW
D. E. Shaw & Co. 434.78K +434.78K NEW
Moore Capital Management 375K +375K NEW
CNH Partners 361.74K +361.74K NEW

Financial report summary

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Risks
  • If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of the Trust Account (or less than $10.10 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.
  • If we are unable to consummate our initial business combination by November 18, 2021, our public stockholders may be forced to wait beyond such times before redemption from our trust account.
  • Following the consummation of the business combination with Lightning, our only significant asset will be our ownership interest in New Lightning eMotors and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
  • Because we have no current plans to pay cash dividends on shares of common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of common stock for a price greater than that which you paid for it.
  • There can be no assurance that New Lightning eMotors common stock will be approved for listing on the New York Stock Exchange (the “NYSE”) or that New Lightning eMotors will be able to comply with the continued listing standards of NYSE.
  • The Company’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”
  • Subsequent to the consummation of the business combination with Lightning, New Lightning eMotors may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
  • Following the consummation of the business combination with Lightning, New Lightning eMotors will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
  • The Initial Stockholders have agreed to vote in favor of the business combination with Lightning, regardless of how the Company’s public stockholders vote.
  • If third parties bring claims against the Company, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10 per share.
  • Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.
  • If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
  • If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.
  • The Company’s stockholders may be held liable for claims by third parties against the Company to the extent of distributions received by them.
  • Neither the Company nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total aggregate closing consideration in the event that any of the representations and warranties made by Lightning in the business combination ultimately proves to be inaccurate or incorrect.
  • The Company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
  • Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
  • If the Company does not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants, holders will only be able to exercise such warrants on a “cashless basis”.
  • Even if the Company consummates the business combination with Lightning, there is no guarantee that the warrants will ever be in the money, and they may expire worthless and the terms of warrants may be amended.
  • The exercise price for our public warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the public warrants are more likely to expire worthless.
  • Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
  • Stockholders may not know immediately after the special meeting whether we have satisfied the closing condition that the Trust Account and the proceeds from the PIPE Investment and Convertible Note Investment equal or exceed $150,000,000.
  • The Company has no obligation to net cash settle the warrants.
  • The Company’s ability to successfully effect the business combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, including Lightning’s key personnel, all of whom are expected to join the Company following the business combination. While the Company intends to closely
  • scrutinize any individuals it engages after the business combination, it cannot assure you that its assessment of these individuals will prove to be correct.
  • The Company and Lightning will be subject to business uncertainties and contractual restrictions while the business combination is pending.
  • We may waive one or more of the conditions to the business combination.
  • The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.
  • We and Lightning will incur significant transaction and transition costs in connection with the business combination.
  • Our Sponsor, certain members of our Board and our officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the proposal to approve the business combination and approval of the other proposals described in the Final Prospectus / Proxy Statement.
  • Our Sponsor, directors or officers or their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and the other proposals described in this Annual Report and reduce the public “float” of our common stock.
  • A market for the Company’s securities may not continue, which would adversely affect the liquidity and price of its securities.
  • The ability to execute New Lightning eMotors’ strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the business combination.
  • If New Lightning eMotors fails to introduce or acquire new products or services that achieve broad market acceptance on a timely basis, or if its products or services are not adopted as expected, the combined company will not be able to compete effectively.
  • If New Lightning eMotors’ products fail to achieve and sustain sufficient market acceptance, the combined company’s revenue will be adversely affected.
  • If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the Company’s securities may decline.
  • Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding the Company’s securities adversely, the price and trading volume of the Company’s securities could decline.
  • The future sales of shares by existing stockholders may adversely affect the market price of the Company’s common stock.
  • Our public stockholders will experience dilution as a consequence of, among other transactions, the issuance of common stock as consideration in the business combination with Lightning, the PIPE Investment and the Convertible Note investment. Having a minority share position may reduce the influence that our current stockholders have on the management of New Lightning eMotors.
  • The NYSE may not list our securities on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • Resales of the shares of common stock included in the merger consideration being paid pursuant to the terms of the Business Combination Agreement (the “Merger Consideration”) could depress the market price of our common stock.
  • New Lightning eMotors may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
  • Anti-takeover provisions contained in the proposed Second Amended and Restated Certificate of Incorporation as well as provisions of Delaware law, could impair a takeover attempt.
  • The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
  • Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
  • Activities taken by the Company’s affiliates to purchase, directly or indirectly, public shares will increase the likelihood of approval of the business combination with Lightning and the other proposals contained in the Final Prospectus/ Proxy Statement and may affect the market price of the Company’s securities.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the Company’s business, investments and results of operations.
  • We have not registered the shares of common stock issuable upon exercise of the public warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise public warrants, thus precluding such investor from being able to exercise its public warrants except on a cashless basis and potentially causing such public warrants to expire worthless.
  • Our board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.
  • The Company may be a “controlled company” within the meaning of the applicable rules of the NYSE and, as a result, may qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • The Company’s proposed Second Amended and Restated Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for substantially all disputes between the Company and its stockholders, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers, or employees.
  • The future exercise of registration rights may adversely affect the market price of our common stock.
  • There is uncertainty regarding the U.S. federal income tax consequences of the redemption to the holders of our common stock.
Management Discussion
  • We have neither engaged in any operations nor generated any revenues to date. For the period from February 3, 2020 (date of inception) through December 31, 2020, our only activities have been organizational activities, those necessary to prepare for the Offering and to identify Lightning as a target business for the business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in 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. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Content analysis
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Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability
H.S. sophomore Avg
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