Item 1.01
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Entry into a Material Definitive Agreement.
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On October 1, 2019, GigCapital, Inc., a Delaware corporation (GigCapital), and Kepos Alpha Fund L.P., a Cayman Islands limited
partnership (KAF), 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 of
GigCapital (NYSE: GIG.RT) (the Rights) held by KAF, including any additional rights (the Additional Rights) that KAF may 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 1,000,000 Rights (which reflects $10.50 per Share for the first 100,000
Shares); and (2) $1.07 per Right for the next 3,329,950 Rights (which reflects $10.70 per Share for the next 332,995 Shares). GigCapital agreed to purchase the Shares on the earlier of (A) the sixtieth day after the closing of the Business
Combination or (B) February 15, 2020 (the Closing Date). As of October 1, 2019, KAF held 579,950 Rights, and KAF may acquire up to 2,750,000 Additional Rights after October 1, 2019 and prior to the closing
of the Business Combination.
In exchange for GigCapitals commitment to acquire the Shares on the Closing Date, KAF 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 KAF 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 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 KAF; (ii) automatically if GigCapitals stockholders
fail to approve the Business Combination; and (iii) by KAF 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 KAF. 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 KAF.
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 Purchase Agreement, such Rights and Additional Rights would not be tendered by KAF to GigCapital in response to such tender
offer.