Item 1.01
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Entry into a Material Definitive Agreement.
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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 October 2, 2019, GigCapital and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (KAF), entered into a Forward Share Purchase
Agreement (the 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) .
On October 2, 2019, GigCapital and KAF amended the Purchase Agreement to correct a typographical error with respect to the number of Additional Rights
that KAF may acquire after October 1, 2019 and prior to the closing of the Business Combination. KAF may acquire up to 3,750,000 Additional Rights. All of the other terms, conditions and covenants set forth in the Purchase Agreement remain
unmodified and in full force and effect.
The foregoing description is only a summary of the Amendment to the Forward Share Purchase Agreement, dated
October 2, 2019 (the Amendment), and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Amendment, which is filed as Exhibit 10.1 and is incorporated by reference herein. The
Amendment 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.
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.
Pre-Commencement Communications
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.
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 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 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