Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its Current Report on Form8-K as field with the Securities and Exchange Commission on February 26, 2019 (the “Current Report”), GigCapital, Inc., a Delaware corporation (“Buyer”), entered into a Stock Purchase Agreement on February 22, 2019 (the “Purchase Agreement”), by and among the Buyer, Kaleyra S.p.A., a company with shares formed under the laws of Italy (the “Company”), Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders (the “Company Stockholders”) of the ordinary shares of the Company immediately prior to the closing of the Transaction (as defined below), and each of the following Company Stockholders of all of the Company Stock (collectively, such Company Stockholders, the “Sellers”): Esse Effe S.p.A, a company with shares formed under the laws of Italy, Maya Investments Limited, a company formed under the laws of England, Hong Kong Permanent Shine Limited, a company formed under the laws of Hong Kong, Ipai Terry Hsiao, Giacomo Dall’Aglio, Alex Milani, Luca Giardina Papa, Filippo Monastra, Matteo Castelucci, Kirk Tsai, Justyna Miziolek, Erjon Metko, Claudio Ippolito, Andrea Riccardi, and Francesco Vizzone. Pursuant to and in accordance with the terms of the Purchase Agreement, the Sellers will sell, transfer, assign, convey and deliver to the Buyer all of the Company Stock (the “Transaction”). Defined terms used but not defined herein shall have the meaning ascribed thereto in the Purchase Agreement previously filed as Exhibit 2.1 to the Current Report.
On September 24, 2019, the Buyer, Company, Sellers, and the Seller Representative entered into Amendment No. 1 to the Purchase Agreement (the “Amendment”) to extend the Outside Date for unilateral termination of the Purchase Agreement from September 30, 2019 to December 12, 2019 (the “Termination Date”). Except as expressly modified by the Amendment, the Purchase Agreement remains in full force and effect in all respects. This section describes the material provisions the Amendment but does not purport to describe all of its terms. The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 2.2 and is incorporated herein by reference.
The Purchase Agreement and the Amendment are included as an exhibit or incorporated by reference into this Current Report onForm 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 the Buyer, Company or the other parties to the Purchase Agreement or the Amendment. In particular, the assertions embodied in the representations and warranties by the Buyer and Company contained in the Purchase Agreement are qualified by information in the disclosure schedules provided by the Buyer and Company in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Buyer and Company, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about the Buyer or Company.
Item 8.01 Other Events.
The disclosure set forth above in Item 1.01 of this Current Report on Form8-K regarding the Amendment and the extension of the Termination Date is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
