Kaleyra 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-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):March 6, 2019

GIGCAPITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38320	82-3027430
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2479 E. Bayshore Rd., Suite 200                 Palo Alto, CA	94303
(Address of Principal Executive Offices)	(Zip Code)

(650)276-7040

(Registrant’s telephone number, including area code)

Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act(17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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) orRule 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 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.

On March 6, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four unsecured promissory notes (each, a “Note” and collectively the “Notes”) in the aggregate principal amount of $1,437,500.00, representing $0.10 per public share, as follows: (i) $1,046,044.70 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $261,015.57 to Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $117,395.49 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $13,044.23 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). The Founders deposited such funds into the Company’s trust account (the “Trust Account”), as described in the prospectus filed by the Company in connection with the Company’s initial public offering. As a result, the period of time the Company has to consummate its previously announced business combination has been extended by three months to June 12, 2019.

The Notes bear no interest and are repayable in full upon the consummation of the Company’s previously announced business combination disclosed in its Current Report onForm 8-K as filed with the Securities and Exchange Commission on February 26, 2019.

A copy of each Note is attached as Exhibit 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report onForm 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to each such Note.

Item 8.01 Other Events.

A copy of the press release issued by the Company announcing the extension of the period of time the Company has to consummate its proposed transaction is attached as Exhibit 99.1 to this Current Report onForm 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1	Promissory Note dated March 6, 2019 issued in favor of GigAcquisitions, LLC.
10.2	Promissory Note dated March 6, 2019 issued in favor of Cowen Investments LLC.
10.3	Promissory Note dated March 6, 2019 issued in favor of Irwin Silberberg.
10.4	Promissory Note dated March 6, 2019 issued in favor of Jeffrey Bernstein.
99.1	Press release dated March 8, 2019

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: March 8, 2019

By:	/s/ Dr. Avi S. Katz
Name: Dr. Avi S. Katz
Title:		Chief Executive Officer, President and Executive Chairman of the GigCapital, Inc. Board