9 déc 2020 · (“Lightning eMotors”, “Lightning Systems”, the “Company”, “us”, “our” or “we”) and GigCapital3, Inc , a special purpose acquisition company (“Gig3
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1
Investor Presentation
December 2020
2Safe Harbor
Investor Presentation
d parties in making their own evaluation with respect to the proposed business combination eMotors) and related transactions (theNo representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extentpermitted by law in no circumstances will Gig3, Lightning eMotorsor any of their respective
subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of
this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in
this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Gig3 nor Lightning eMotorshas independently verified the
. In addition, this Presentation does not purport to be all-inclusive or to contain all of theinformation that may be required to make a full analysis of Lightning eMotorsor the Proposed Transactions. Viewers of this Presentation should each make their own evaluation of Lightning eMotorsand of the relevance
and adequacy of the information and should make such other investigations as they deem necessary. Forward Looking Statements and Investment ConsiderationsThis Presentation contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed transactions. Such forward-looking statements include, but are not limited to, statements
regarding the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the proposedtransactions and the future held by the Lightning eMotorsand Gig3 management teams. Any
statements other than statements of historical fact contained in this Presentation, including statements as to future resultsofoperations and financial position, planned products and services, business strategy and plans,
objectives of management for future operations of Lightning eMotors, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-
-looking statements, but the absence ofthese words does not mean that a statement is not forward-looking. These forward-looking statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of
eMotorstning eMotorsor Gig3 will be those anticipated, and theCompany assumes no obligation to update any forward-looking statements after the date of this presentation, except as required by law. These forward-looking statements contained in this Presentation are subject to
known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materiallydifferent from any future results or outcomes expressed or implied by the forward-
looking statements. These risks, uncertainties, assumptions and other factors include, but are not limited to, those related to our operations and business and financial performance; our ability to attract and retain
customers; our ability to up-sell and cross-sell to customers; the success of our customers' development programs which will drive future revenues; our ability to execute on our business strategy; our ability to compete
effectively; our ability to manage growth; the inability of the parties to enter into definitive agreements or successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of
the proposed transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subjec
ability to obtain the financing necessary to consummate the Proposed Transactions; the risk that the approval of the stockholders of Gig3 or Lightning eMotorsfor the Proposed Transactions is not obtained; the amount
Gig3 and Lightning eMotorsto terminate the definitive agreements; and the ability to maintaini) statements about the potential severity, magnitude and duration of the COVID-19 pandemic as it affects our business
operations, financial results and position and on the U.S. and global economy; (ii) current market conditions and federal, state, and local laws, regulations and government incentives, particularly those related to the
commercial electric vehicle market; (iii) planned and potential business or asset acquisitions or combinations; and (iv) ourfunding and liquidity plans. Moreover, we operate in a competitive and rapidly changing
environment, and new risks may emerge from time to time. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or
results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Should one or more of these risks or uncertainties materialize, or should any of
the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not construe the contents of this summary as legal, business or tax
advice and you should consult with your own attorney, business advisor and tax advisor as to legal, business, tax and other matters related thereto. You must rely on your own investigation of Gig3 and Lightning
eMotorsand this summary, including your assessment of the merits and risks involved and not on any representation made or alleged tohave been made by the placement agent, Gig3 or Lightning eMotors. You should
also consult your own legal, tax or investment counsel regarding the legality or suitability of your investment in these securities under applicable legal, investment or similar laws, regulations or fiduciary standards.
3Certain market data information in this Presentation is based on the estimates of Lightning eMotorsand Gig3 management. Lightning eMotorsand Gig3 obtained the industry, market and competitive position data used
throughout this Presentation from internal estimates and research as well as from industry publications and research, surveysand studies conducted by third parties. Lightning eMotorsand Gig3 believe their estimates
to be accurate as of the date of this Presentation. However, this information may prove to be inaccurate because of the method by which Lightning eMotorsor Gig3 obtained some of the data for its estimates or because
this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process.
Important Information And Where To Find It
In connection with the Proposed Transactions, Gig3 intends to file a registration statement on Form S-4, including a proxy state
comstockholders with respect to the Proposed Transactions and other matters as described in the Registration Statement, a prospectu
sactions. After the Registration Statement has been declared effective, Gig3 will mail adefinitive proxy statement/prospectus, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus/information statement, and any
amendments thereto and any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important information about Gig3, the Company and the Proposed
Transactions. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus/informationstatement and definitive proxy statement/prospectus/information statement (when available)
and other documents filed with the SEC by Gig3 through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: GigCapital3, Inc., 1731 Embarcadero Road, Suite 200, Palo Alto, CA
94303.
No Offer Or Solicitation
This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any voteorapproval in any jurisdiction in connection with a proposed potential business combination
between Lightning eMotorsand Gig3 or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be
unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of aproxy statement/prospectus that complies with applicable rules and regulations promulgated
nt to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.Participants In The Solicitation
Gig3 and the Company and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with
respect to the Proposed Transactions. Information about the directors and executive officers of Gig3 in its Registration Statement on Form S-1, filed with the SEC on April 29, 2020 and declared effective on May 5, 2020.
Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant
materials to be filed with the SEC regarding the Proposed Transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or
investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above.
Use Of Projections
This Presentation contains projected financial information with respect to Lightning eMotors. Such projected financial information constitutes forward-looking information, and is for illustrative information purposes only
and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of
results may differ materially from the results contemplated by the financial forecastinformation contained in this Presentation, and the inclusion of such information in this Presentation should not be regardedasa representation by any person that the results reflected in such forecasts will be achieved.
4 Financial Information; Non-GAAP Financial MeasuresThe financial information and data contained in this Presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be
presented differently in, the Registration Statement or any other document to be filed by Gig3 with the SEC. Some of the financial information and data contained in this Presentation, such as EBITDA, have not been
eMotorsbelieve these non-GAAP measures of financial results provide useful information tomanagement and investors regarding certain financial and business trends relating to Lightning eMotorseMotors-GAAP measures
for trend analyses and for budgeting and planning purposes. Gig3 and Lightning eMotorsbelieve that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected
operating results and trends in and in comparing Lightning eMotors-GAAP financial measures to investors. Management does not
consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Theprincipal limitation of these non-GAAP financial measures is that they exclude
significant expenses and income that are required by GAAP to be recorded in Lightning eMotorsmanagement about which expense and income are excluded or included in determining these non-GAAP financial measures. In order tocompensate for these limitations, management presents non-GAAP financial
measures in connection with GAAP results. You should review Lightning eMotorsTrademarks And Intellectual Property
All trademarks, service marks, and trade names of Lightning eMotorsor Gig3 or their respective affiliates used herein are trademarks, service marks, or registered trade names of Lightning eMotorsor Gig3, respectively,
as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not intended to, and does not imply, a
relationship with Lightning eMotorsor Gig3, or an endorsement or sponsorship by or of Lightning eMotorsor Gig3. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation
may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Lightning eMotorsor Gig3 will not assert, to the fullest extent under applicable law, their rights or the right
of the applicable licensor to these trademarks, service marks and trade names. 5Detailed Transaction Overview
Timeline
Valuation
Transaction Funding
Transaction is expected to close in the 1stHalf of 2021It is anticipated that the post-closing company will be a Delaware corporation, retain the Lightning eMotors name,
and be listed on the New York Stock ExchangeValuation implies a pro forma Enterprise Value of ~$651 million (0.56x 2024E Revenue of $1,165 million)
Existing Lightning eMotors securities holders would receive 65.5% of the pro forma equity at close
The transaction will be funded by a combination of GigCapital3 cash held in a trust account, GigCapital3 common
stock and proceeds from the $100 million Convertible Note offering and $25 million PIPETransaction will result in ~$273 million cash to the balance sheet (net of total existing cash used to pay down total
existing debt) to fund growth (2) (3) (1) (2) ____________________(1)Assuming a $100 million Convertible Note, $25 million PIPE and maximum redemptions, existing Lightning eMotors shareholders would receive 86.5% of the pro forma equity.
(2)3-Year Unsecured $100mm Convertible Note bearing a coupon rate of 7.50% and conversion price of $11.50. Lightning eMotors may force conversion after year 1 if
average daily market value of common stock traded for the preceding 30 trading day period exceeds $3.0 million.
(3)Based on ~$202 million cash in trust (assuming no redemptions), 2.5 million PIPE shares at $10.00 / share and $100 million Convertible Note, less $40 million in transaction expenses. Net of $500,000 of existing balance sheet cash and $15 million of
existing Lightning eMotors debt. (2) 6Overview of GigCapital3
GigCapital3, Inc. (NYSE: GIK) is a $200mm publicly traded Special Purpose -to-Public- Led by a proven management team of experienced entrepreneurs and executives Public company extensive management and board experienceComplementary and overlapping networks
Deep understanding and proven experience of M&A, strategy and technology Dec. 2017 Nov. 2019June 2019 Q1 2021 (1)May 2020 IPO (NYSE:GIX)Announced
mergers withUphealthand
CloudbreakHealth
IPO (NYSE:GIG)Closed
(NYSE MKT: KLR)Dr. AviKatz
Dr. Raluca Dinu
Executive Chairman and Founding Managing Partner of GigCapital Global and all its entities, including GigCapital3 Founder, COB, CEO GigOptix/GigPeak (NYSE: GIG) Serial entrepreneur and angel investor with 30+ years of experience in the technology sector Board of Directors Member and Founding Managing Partner ofGigCapitalGlobal, CEO, President of GigCapital2
Previously General Manager / Vice President at Integrated Device Technology (IDT), which was acquired by Renesas Electronics Corp. COO of GigPeak, led the transfer and integration of the team from GigPeak into IDT post the acquisition of GigPeak by IDT in 2017Board of Directors Member
Previously Partner at KPMG, where he spent 27 years before retiring in 2006SEC reviewing partner while at KPMG
Served on the Board of Directors of Micrelfrom 2007 to 2015 andGigPeakfrom 2008 until its sale in 2017
Neil Miotto
IPO (NYSE:GIK)Track Record of Successful SPAC/PIPE Transactions
Cutting Edge Management Experience
GigCapital3, Inc. OverviewGigCapital3 Leadership Team (1)Expected to be completed. 7 "25 years of Technology CEO experience "Founded and led multiple IT andCleantechcompanies with successful
funding and exitsTim Reeser
Founder and Chief Executive Officer
primed to scale. We help urban fleets make the transition to zero localTechnology Leadership
"35 years building companies "Prior CEO of RomacoGroup "Founder / Manager of AravaipaVenturesRobert Fenwick-Smith
Executive Chairman and Interim CFO
main cause of urban air pollutionESG Focused
"35 years of automotive engineering and manufacturing experience "Former VP of Advanced Engineering at Borg WarnerBill Kelley
Chief Technology Officer and Chief Operating Officer customization enabled by modularDesigned for Modularity
8Agenda
Company Overview2
Transaction Summary
Financial Summary3
Key Takeaways1
Appendix
4 9Key Takeaways
10Lightning at a Glance
2 Years $2.0bn
$67bn TAM (1)10 Years R&D
Blue Chip
Customer Base
(1) (2)The customer validation cycle typically takes 3 to 24 months. (3)By the end of 2020. (4)As of September 30, 2020.Modular
Architecture
Strategic
Partnerships
120Vehicles on the
Road (3)
1,500Vehicles on
Order (4)
Scalable and IP ProtectedAcross Multiple End MarketsOnly Full-Range ManufacturerClass 3 7 BEV & FCEV
Ahead of the Game
Head Start in Customer
Validation (2)
With Visibility to $1bn Revenue
Based on Current Contract Pipeline
We are a B2B Company
Focus on Urban
Commercial ZEV
(Investor)Projected Revenue in 2025
11 11Strong Secular Trends Driving Massive TAM
$67bn TAM of Class 3 7 commercial vehicles electrification Large tailwinds of regulations, corporate mandates and grants 1Dominant Market Positioning
The only company that has delivered Class 3, 4, 5, 6 and 7 EVs First mover advantage 50%+ market share in Class 3 6 EVs in 2020 (1) Existing sales with 30 fleets (2) that together operate ~500,000 vehiclesStrong external validation
Leadership Award in Electric Commercial Vehicle Industry 2Defensible Competitive Moat
Proprietary technology and operational expertise drive industry-leading scale Established strategic partnerships create the foundation for growth 3Robust Contracts with Financial Visibility
Integrated vehicle technology and charging systems, along with total cost of ownership (TCO) validation, create sticky customer base Path to $1bn revenue from current customers by 2025 out of $2.0bn total projected revenue 100% of 2021 revenue forecast contracted as of Q3 2020 4Experienced Management Team
Built industry leading team in fleet vehicle technology Existing team has already achieved commercial EV leadership in 2020 5Investment Highlights
(1)Internal company data. (2)Includes purchase orders. 12Company Overview
13 "Manufacture complete vehicles:Class 37 trucks & buses
"Offering both Battery (BEV) andFuel Cell (FCEV)
"Highest up-time backed by supplier parts and service "We sell powertrains to strategic partners "Actionable fleet intelligence "Unique Big Data on drive cycles "Artificial intelligence optimization "Recurring revenue stream with 100% attachment rate and <1% expected churn "Complete charging solutions "Patented mobile charging "Recurring revenue stream with10-year contracts
(Direct Sales)(Energy-as-a-Service)ANALYTICSCOMMERCIAL ZEVsCHARGING
(EV-as-a-Service) "Support financing to overcome higher upfront costs "Strategically differentiated withOEMs e.g. Ford and GM
"EV-as-a-Service constitutes recurring revenue stream "Financing partner in placeGenerate Capital
FINANCING
What We Do
We provide complete electrification solutions for urban commercial fleets 14 Optimized Modular Design Addresses Diversified Opportunities We provide complete commercial electric vehicles and infrastructureNote: Pictures represent selected vehicles as examples in each class and our products are not limited to vehicles shown in the above.
Vehicle class and application agnostic design
Each class has numerous specialty vehicles
High level of cost-effective customization
enabled by modular software and hardwareServing all segments of urban commercial
fleets with proven reliabilitySoftware-enabled platform and integration
capabilities translate to significant time-to- market advantage 15Additional market
opportunity from charging business and sales to OEMBroadest Product Line Addresses Massive TAM
Class 3Class 4Class 5Class 6Class 7
Unit Sales
(2018)Sales Market
Position
(2020) 301KTotal U.S. RoW Total
21K81K72K64K539K
993KSource: US Department of Energy, Ward's, LMC Automotive and Company estimates.
A dominant 50%+market share in Class 3 6
#1 or#2position in every single class typeNote: Pictures represent selected vehicles as examples in each class and our products are not limited to vehicles shown in the above.
TAM (2018) $12bnU.S.$1bn$3bn$3bn$3bn$22bn $45bn $67bn RoW Total