SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2019
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
2479 E. Bayshore Rd., Suite 200
Palo Alto, CA
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants 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:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.0001 per share||GIG||The NYSE Stock Market LLC|
|Warrants to receive one share of Common Stock||GIG.WS||The NYSE Stock Market LLC|
|Right to receive one-tenth of one share of Common Stock||GIG.RT||The NYSE Stock Market LLC|
|Units, each consisting of one share of Common Stock, one right and three-fourths of one warrant||GIG.U|
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 ☒
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on the Current Report on Form 8-K filed by GigCapital, Inc., a Delaware corporation (GigCapital), with the Securities and Exchange Commission on September 20, 2019, GigCapital, Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (Greenhaven Fund 1), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (Greenhaven Fund 2 and together with Greenhaven Fund 1, Greenhaven), entered into a non-binding letter of intent with respect to the 5,482,694 rights of GigCapital (NYSE: GIG.RT) (the Rights) then held by Greenhaven and up to 4,517,306 additional rights (the Additional Rights) that Greenhaven may acquire after entry into the non-binding letter of intent.
On September 27, 2019, GigCapital and Greenhaven entered into a Forward Share Purchase Agreement (Purchase Agreement) pursuant to which GigCapital agreed to purchase the shares of common stock of GigCapital into which the Rights and any Additional Rights that Greenhaven will acquire will convert into upon the closing of GigCapitals business combination with Kaleyra, S.p.A. (the Business Combination) (all such shares, the Shares) at the following price: (1) $1.05 per Right for the first 5,500,000 Rights (which reflects $10.50 per Share for the first 500,000 Shares); (2) $1.07 per Right for the next 2,500,000 Rights (which reflects $10.70 per Share for the next 250,000 Shares); and (3) $1.10 per Right for the next 2,000,000 Rights (which reflects $11.00 per Share for the next 200,000 Shares). GigCapital agreed to purchase the Shares on the later of the sixtieth day after the closing of the Business Combination or January 1, 2020 (the Closing Date).
In exchange for GigCapitals commitment to acquire the Shares on the Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of GigCapital and including any Short Sales (as defined below) involving any of GigCapitals securities), the Rights (including any Additional Rights), and any Shares that the Rights (including any Additional Rights) convert into, until the Closing Date, including not to tender the Rights (or any Additional Rights) to GigCapital in response to any tender offer that GigCapital may commence for the rights. For purposes of the Purchase Agreement, Short Sales include, without limitation, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (the Exchange Act), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the forgoing, the parties agreed that Greenhaven shall after the closing of the Business Combination have the right but not the obligation to sell any or all of its Shares into in the open market if the share price equals or exceeds $10.50 per Share. Furthermore, the parties agreed that nothing in the Purchase Agreement shall prohibit Greenhaven from entering into a contract to purchase and/or sell warrants of GigCapital.
The Purchase Agreement contains customary representations, warranties and covenants from the parties. Each partys obligation to consummate the transactions contemplated by the Stock Purchase Agreement is subject to the consummation of the Business Combination in addition to other customary conditions.
The Purchase Agreement may be terminated: (i) by mutual written consent of GigCapital and Greenhaven; (ii) automatically if GigCapitals stockholders fail to approve the Business Combination; and (iii) by each of Greenhaven Fund 1 and Greenhaven Fund 2 by giving written notice to GigCapital on the date that is one business day prior to the Closing Date.
The foregoing description is only a summary of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein. The Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with material information regarding its terms and the transaction. It is not intended to provide any other factual information about GigCapital or Greenhaven. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement; are solely for the benefit of the parties to the Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of GigCapital or Greenhaven.
As previously disclosed in GigCapitals Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2019, GigCapital intends to commence a cash tender offer for the outstanding rights which would be closed in conjunction with the closing of the Business Combination, but pursuant to the terms of the non-binding letter of intent with Greenhaven, such Rights and Additional Rights would not be tendered by Greenhaven to GigCapital in response to such tender offer.
This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of GigCapitals rights. The anticipated tender offer described in this Current Report on Form 8-K has not yet commenced, and while GigCapital intends to commence the tender offer as soon as reasonably practicable in connection with the filing of the definitive proxy statement, and complete the tender offer, there can be no assurance that GigCapital will commence or complete the tender offer on the terms described in this press release, or at all. If GigCapital commences the tender offer, the solicitation and offer to buy the rights will be made only pursuant to an offer to purchase, letter of transmittal and related materials that GigCapital intends to distribute to its rightsholders and file with the SEC. The full details of the tender offer, including complete instructions on how to tender rights, will be included in the offer to purchase, letter of transmittal and related materials, which will become available to rightsholders upon commencement of the tender offer.
This Current Report on Form 8-K may include forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding the Purchase Agreement, the Business Combination, the proposed rights tender offer, GigCapital and Kaleyra. All statements, other than statements of historical facts, that address activities, events or developments that GigCapital and/or Kaleyra expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as believe and expect. Such forward-looking statements include, but are not limited to, statements regarding the closing of transactions contemplated in the the Purchase Agreement, closing of the Business Combination, potential capital alternatives or changes to the capital structure of GigCapital, including a tender offer of the rights, and the expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the Business Combination and future business plans of GigCapital and Kaleyra management teams. 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. These statements are based on certain assumptions and analyses made by the management of GigCapital and/or Kaleyra in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on GigCapital and Kaleyra as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting GigCapital or Kaleyra will be those anticipated and actual results may differ materially from those expressed in this press release due to many factors such as, but not limited to, the ability to satisfy closing conditions for the Business Combination, including that GigCapital stockholders will approve the Business Combination, the ability of the combined company to meet the NYSEs listing standards, and that the post-combination company will have sufficient capital upon the approval of the Business Combination to operate as anticipated. 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. These statements speak only as of the date they are made and none of GigCapital and/or Kaleyra undertakes any obligation to update any forward-looking statements contained in this press release to reflect events or circumstances which arise after the date of this Current Report on Form 8-K.
No Offer or Solicitation
This Current Report on Form 8-K shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
|10.1||Forward Share Purchase Agreement, dated September 27, 2019, by and among GigCapital, Greenhaven Road Capital Fund 1, LP, and Greenhaven Road Capital Fund 2, LP|
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.
Dated: September 27, 2019
|Name:||Dr. Avi S. Katz|
|Title:||Chief Executive Officer, President and Executive Chairman of the GigCapital, Inc. Board|