expenses of Kaleyra and GigCapital, (ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) any
compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by the post-combination company or any of its subsidiaries to their employees and (v) any provision for the
write down of assets. The pro forma earnings of Kaleyra, which is an Italian company, and its subsidiaries, which include subsidiaries outside of the U.S., may not be prepared in conformance with Article 11 of Regulation
S-X
of the SEC. Adjusted EBITDA is being used to determine whether conditions have been achieved that would result in the issuance of the
earn-out
and the vesting of the
Deferred Shares. GigCapital management believes that this
non-GAAP
measure of Kaleyras financial results will provide useful information to management and investors regarding certain financial and
business trends relating to Kaleyras anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyras anticipated business.
Additional Information About the Business Combination and Where To Find It
Additional information about the Business Combination with Kaleyra and related transactions will be described in GigCapitals preliminary
proxy statement relating to the Business Combination and the respective businesses of GigCapital and Kaleyra, which GigCapital will file with the SEC. The Business Combination and related transactions will be submitted to stockholders of GigCapital
for their consideration. GigCapitals stockholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection
with GigCapitals solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination and related transactions, because these documents will contain important information about
GigCapital, Kaleyra and the Business Combination and related transactions. The definitive proxy statement will be mailed to stockholders of GigCapital as of a record date to be established for voting on the Business Combination and related
transactions.
Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC by GigCapital, without charge, at the SECs website located at www.sec.gov or by directing a request to Tara McDonough, Vice President and Chief Financial Officer, GigCapital, Inc., 2479 E. Bayshore Rd.,
Suite 200 Palo Alto, CA 94303, or by telephone at (650)
276-7040.
Participants in the Solicitation
Kaleyra, GigCapital and their respective directors and executive officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapitals stockholders in respect of the Business Combination and related transactions. Information regarding GigCapitals directors and executive officers is available in its Form
10-K
filed with the SEC on December 6, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the
preliminary and definitive proxy statements related to the Business Combination and related transactions when it becomes available, and which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current
Report on Form
8-K,
including the attached exhibits, may include forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995
regarding the Business Combination, Company and Kaleyra. All statements, other than statements of historical facts, included in this Current Report on Form
8-K
and the attached exhibits 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 closing of the combination 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 Current Report on Form
8-K
and in the attached exhibits due to many factors such as, but not