GigCapital3, Inc.

A trigger event converts the Yorkville facility from equity financing into a $1,000,000-a-month cash drain plus a 7% redemption premium, an obligation a company already burning cash and posting net losses is poorly placed to meet. Approving issuance above the 19.99% NYSE threshold is the alternative to paying that cash, so holders are effectively voting to be diluted instead. Without approval the Yorkville exchange cap binds and no further pre-paid advances can be drawn even if the share price recovers, cutting off the financing line entirely.

This is where the real dilution of a completed SPAC deal is enumerated, item by item, in a form the tier treats as paperwork. The 13,842,518 earnout shares are contingent on the stock hitting trading-price milestones on or before 6 May 2026 - a share count that does not exist yet and will if the price recovers. The 8,695,634 note shares are a conversion overhang senior to the equity. Nothing here is a warrant term; everything here is the share count a per-share trust or NAV figure would divide by.

An amendment that does not state its own number consistently is a problem for anyone tracking the sequence of a registration statement, and it is the only visible change on the cover. The registered amounts, the Business Combination Agreement dated December 10, 2020, the split of 53,922,000 closing shares and up to 16,463,096 earnout shares, and the formulaic exchange ratio all carry over unchanged. The $13.875 fee price still dates from December 30, 2020, so nothing at the front of the document has been repriced.

Almost a quarter of the registered stock is earnout rather than closing consideration: 16,463,096 of the 70,385,096 shares are contingent Stockholder Earnout Shares, payable pro rata only if and when the business combination agreement's conditions are met. The closing exchange ratio is formulaic — the Aggregate Closing Merger Consideration divided by the Company Fully Diluted Capital Stock — so no per-share number is fixed here, and Lightning Systems' warrants, options and convertible notes convert into its capital stock before the effective time, enlarging that denominator.

Each share of Lightning Systems capital stock, par value $0.00001, is cancelled for two things: shares of common stock at the Exchange Ratio — the Aggregate Closing Merger Consideration divided by the Company Fully Diluted Capital Stock — and a contingent right to a pro rata portion of the Stockholder Earnout Shares. Because that denominator includes shares arising from the conversion or exercise of Lightning's warrants, options and convertible notes before the effective time, those instruments dilute Lightning's own holders rather than GigCapital3's. The registration fee was previously paid.

The earnout is disclosed as its own line rather than folded into the closing number, so a GigCapital3 holder can see the deferred dilution — up to 16,463,096 shares — apart from the 53,922,000 maximum issued at consummation. The special meeting has no date: the notice reads "on , 2021" with the time bracketed as well, so nothing here fixes a redemption deadline. For fee purposes the shares are priced at $13.875, the average of the high and low trading prices of the common stock on December 30, 2020. Lightning Systems capital stock carries a par value of $0.00001 per share.