Current Report Filing (8-k)
19 October 2019 - 12:04AM
Edgar (US Regulatory)
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): October 18, 2019
GIGCAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-38320
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82-3027430
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2479 E. Bayshore Rd., Suite 200
Palo Alto, CA
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94303
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 276-7040
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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GIG
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The NYSE Stock Market LLC
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Warrants to receive one share of Common Stock
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GIG.WS
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The NYSE Stock Market LLC
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Right to receive one-tenth of one share of Common Stock
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GIGr
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The NYSE Stock Market LLC
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Units, each consisting of one share of Common Stock, one right and three-fourths of one warrant
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GIG.U
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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. ☐
Investor Presentation
Attached as Exhibit 99.1 to this
Report is the form of investor presentation to be used by GigCapital, Inc. (the Company) with regard to the proposed business combination (the Business Combination) with Kaleyra S.p.A. (Kaleyra) in presentations
to certain of its stockholders and other persons interested in purchasing its securities.
Forward-Looking Statements
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 proposed transaction, the Business Combination, the rights tender offer, the Company and Kaleyra. All statements, other than statements of
historical facts, that address activities, events or developments that the Company 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 entry by the Company into definitive purchase agreements with the parties with whom it has previously announced non-binding letters of intent, or the closing of such definitive agreements, closing of the Business Combination, potential capital alternatives or changes to the capital structure of the Company, 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 the Company 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 the
Company 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 the Company and Kaleyra as well as other factors they
believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company 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 the Company stockholders will approve the Business Combination, the ability of the combined company to meet the
NYSEs listing standards, and that the 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 the Company 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
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Financial Statements and Exhibits.
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(d) Exhibits:
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.
Dated: October 18, 2019
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By:
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/s/ Dr. Avi S. Katz
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Name:
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Dr. Avi S. Katz
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Title:
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Chief Executive Officer, President and Executive Chairman of the GigCapital, Inc. Board
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