UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
 
(Check One):    [_] Form 10-K         [_] Form 20-F       [_] Form 11-K       [X] Form 10-Q         [_] Form N-CEN
[_] Form N-SAR
 
For Period Ended:   March 31, 2023
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I - REGISTRANT INFORMATION
 
Lightning eMotors, Inc.
 
Full Name of Registrant:
 
GigCapital3, Inc.
 
Former Name if Applicable
 
815 14th Street SW, Suite A100
 
Address of Principal Executive Office (Street and Number)
 
Loveland, CO, 80537
 
City, State, Zip Code
 
 
 
PART II - RULES 12b-25 (b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 (a)The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 (c)The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 





PART III - NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period.
 
Lightning eMotors, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2023 (“Quarterly Report”) within the prescribed time-period without unreasonable effort and expense, for the reasons described below.

The Company requires additional time to finalize certain of the disclosures in its Quarterly Report, as well as the financial statements to be filed as part of the Quarterly Report. Due to the complexity of the accounting associated with the Company’s recall of vehicles containing batteries purchased from Romeo Power Systems, Inc. The Company anticipates that the Quarterly Report will be filed as soon as practicable and prior to the fifth calendar day following the prescribed due date.
 
PART IV - OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification:
 
Timothy Reeser 800 223-0740
(Name) (Area Code) (Telephone No.)
 
(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes [_] No
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [_] Yes [X] No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 
       Lightning eMotors, Inc.      
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: May 15, 2023 By:/s/ Timothy Reeser
Name:Timothy Reeser
Title:President and CEO
 
 


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