| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed on the Current Report on Form8-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 GigCapital’s 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 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 GigCapital or KAF.
As previously disclosed in GigCapital’s Current Report on Form8-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 Form8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of GigCapital’s rights. The anticipated tender offer described in this Current Report onForm 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 Form8-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
