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): ~~December~~January 155, ~~2023~~2024

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: None.

Title of each class

Trading Symbol(s)

Name of each exchangeon 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 $230.00 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 x

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 14.~~03 Bankruptcy~~01 Changes orin ~~Receivership.~~Registrant’s Certifying Accountant

OnAs ~~December~~a ~~15,~~result ~~2023~~of Lightning eMotors, Inc. (the ~~District~~“Company”) ~~Court,~~being ~~Larimer~~placed ~~County,~~under ~~State~~receivership and the associated resignation of ~~Colorado~~the (members of the ~~“Court”)~~Board of Directors on December 15, ~~appointed~~2023, ~~Cordes~~Grant &Thornton ~~Company~~LLP resigned as ~~receiver~~the (independent registered public accounting firm for the ~~“Receiver”)~~Company ~~over~~on ~~Lightning~~January ~~eMotors~~5, ~~Inc~~2024. The resignation was not the result of any disagreements between Grant Thornton LLP and ~~its~~the ~~wholly~~Company ~~owned~~on ~~subsidiary,~~any ~~Lightning~~matter ~~Systems~~of accounting principles or practices, ~~Inc.~~financial ~~(together~~statement disclosure, ~~the~~or ~~“Company”).~~auditing scope or procedure.

The ~~Receiver~~audit ~~has~~reports ~~broad~~of ~~powers~~Grant ~~and~~Thornton ~~authority~~LLP toon ~~take~~the ~~possession~~Company’s ~~of,~~consolidated ~~and~~financial ~~protect~~statements ~~and~~for ~~preserve~~the year ended December 31, ~~all~~2022 ofcontained ~~the~~an ~~assets~~explanatory ofparagraph ~~the~~which ~~Company,~~noted ~~and~~that ~~administer~~there was substantial doubt as to the ~~estate~~Company’s inability ~~accordance~~to ~~with~~continue ~~Rule~~as 66a ofgoing concern due to the ~~Colorado~~Company’s ~~Rules~~accumulated ofdeficit ~~Civil~~as ~~Procedure.~~of ~~Accordingly~~December 31, ~~the~~2022 ~~Receiver~~and iscash ~~empowered~~used toin ~~sell~~operating ~~all~~activities offor the ~~assets~~year ofended ~~the~~December ~~Company~~31, ~~(together~~2022. orOther ~~separately)~~than ~~and~~the ~~distribute~~explanatory paragraph, the ~~proceeds~~audit reports of ~~such~~Grant ~~sale~~Thornton toLLP on the Company’s ~~creditors~~consolidated infinancial astatements ~~manner~~for ~~approved by~~ the ~~Court. The~~year ~~appointment~~ended ofDecember a31, ~~receiver~~2022 isdid ~~considered~~not contain an ~~event~~adverse ofopinion ~~default~~or ~~under~~a ~~the~~disclaimer ~~Company’s~~of ~~senior~~opinion, ~~notes~~ and ~~other~~was ~~financing~~not ~~arrangements.~~qualified ~~The~~or ~~Company’s~~modified ~~shareholders~~as ~~will~~to ~~not~~uncertainty, ~~receive~~audit ~~distributions~~scope inor ~~the~~accounting ~~receivership~~principles.

~~Item~~In ~~2.04 Triggering~~connection ~~Events~~with ~~That~~the ~~Accelerate~~audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021, there were no disagreements between the Company and Grant Thornton LLP on any matter of accounting principles or ~~Increase~~practices, afinancial ~~Direct~~statement ~~Financial~~disclosure, ~~Obligation~~or auditing scope or anprocedures, ~~Obligation~~which ~~under~~disagreements, anif ~~Off-Balance~~not ~~Sheet~~resolved ~~Arrangement~~to the satisfaction of Grant Thornton LLP would have caused them to make reference thereto in their report on the Company’s consolidated financial statements for such year.

~~The~~During ~~information~~the most recent fiscal years ended December 31, 2022 and 2021, there were no disagreements between Grant Thornton LLP and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure nor any reportable events within the meaning set forth ~~under~~in Item 304(a)(1~~.03~~)(v) isof ~~incorporated~~Regulation ~~herein by reference~~S-K.

~~Item~~The ~~5.02 Departure~~Company has provided Grant Thornton LLP with a copy of ~~Directors~~the disclosures in this Form 8-K and has requested that Grant Thornton LLP furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or ~~Certain~~not ~~Officers;~~it ~~Election~~agrees ofwith ~~Directors;~~the ~~Appointment~~Company’s statements herein. A copy of ~~Certain~~the ~~Officers;~~letter ~~Compensatory~~dated ~~Arrangements~~January of10, ~~Certain~~2024 ~~Officers~~is filed as Exhibit 16.1 to this Form 8-K.

~~Effective~~Item 9.01 Financial onStatements ~~December 15, 2023, in connection with the appointment of the Receiver, all members of the Company’s Board of Directors resigned from their respective positions on the Company’s Board~~ and ~~Committees, namely:~~Exhibits.

~~•Robert Fenwick-Smith, Chairman of the Board, Chair of the Finance and Investment Committee,~~(d) Exhibits

•Thaddeus Senko, Lead Independent Director, Chair of the Audit Committee and member of the Finance and Investment Committee,


Exhibit						Description
16.1						Letter from Grant Thornton LLP date d January 10 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

•Diana Tremblay, Chair of the Compensation Committee, member of the Audit Committee and Finance and Investment Committee

•Bruce Coventry, Chair of the Nominating and Corporate Governance Committee, member of the Compensation Committee

•Kenneth Jack, member of the Audit Committee and Nominating and Corporate Governance Committee,

•Wanda Jackson-Davis, member of the Compensation Committee, and Nominating and Corporate Governance Committee, and

•Timothy Reeser.

Their resignations were solely the result of the appointment of the Receiver and not as a result of any disagreement between any of the directors and the Company, its management, the Board or any committee of the Board.

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.

	Lightning eMotors, Inc.
Dated: December 18, 2023
Dated: January 10, 2024
	By:	/s/ Timothy Reeser
	Name:	Timothy Reeser
	Title:	Chief Executive Officer and President

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