Item 8.01 Other Events
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.
Cowen Inc. has served as the underwriter of and as the advisor to the Company, and Northland Securities, Inc. has served as the advisor to Kaleyra on the Business Combination. On March 6, 2019, the Company filed with the SEC a Current Report on Form8-K that attached a transcript of an investor conference call held on March 5, 2019 regarding the Business Combination. Cowen has served as the underwriter of and as the advisor to the Company, and Northland Securities, Inc. has served as the advisor to Kaleyra on the Business Combination. On March 6, 2019, the Company filed with the SEC a Current Report on Form8-K that attached a transcript of an investor conference call held on March 5, 2019 regarding the Business Combination. To clarify some statements as filed, while the Company expects the investment banks advising on the Business Combination to convert a portion of their fees to shares of common stock depending upon the level of redemptions by the stockholders, there are no specific agreements with the banks.
Additional Information About the Business Combination and Where To Find It
Additional information about the Business Combination with Kaleyra and related transactions is described in GigCapital’s preliminary proxy statement relating to the Business Combination and the respective businesses of GigCapital and Kaleyra, which GigCapital has filed with the SEC. The Business Combination and related transactions will be submitted to stockholders of GigCapital for their consideration. GigCapital’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement and any additional definitive materials filed in connection with GigCapital’s 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 currently obtain a copy of the preliminary proxy statement or the definitive proxy statement, once available, as well as other documents filed with the SEC by GigCapital, without charge, at the SEC’s 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 GigCapital’s stockholders in respect of the Business Combination and related transactions. Information regarding GigCapital’s directors and executive officers is available in its Form10-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 is contained in the preliminary proxy statement, and will be contained in the definitive proxy statement when it becomes available, related to the Business Combination and related transactions, and which can be obtained free of charge from the sources indicated above.
