Item 8.01 Other Events.
On October 10, 2019, GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”), entered into anon-binding letter of intent (the “LOI”) with Glazer Capital, LLC (“Glazer”) for the acquisition of the 750,000 shares of common stock of GigCapital currently held by Glazer (the “Initial Shares”), in conjunction with GigCapital’s business combination (the “Business Combination”) with Kaleyra, S.p.A. (“Kaleyra”, which term also refers to the post-combination company). The date of the closing of the Business Combination is referred to herein as the “Business Combination Closing Date.” Prior to the Business Combination Closing Date, Glazer may, but is not obligated to, acquire an additional 250,000 shares of common stock of GigCapital (the “Additional Shares,” and together with the Initial Shares, the “Shares”). The LOI pertains to the Shares, and the principal terms are set forth below.
Except as described below, Glazer will hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Kaleyra and any Short Sales (as defined below) involving any of GigCapital and Kaleyra’s securities) the Shares prior to the six (6) month anniversary of the Business Combination Closing Date. Glazer will not redeem any of the Shares in conjunction with GigCapital’s stockholders’ approval of the Business Combination. For purposes of the LOI, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined inRule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactionsthrough non-U.S. broker dealers or foreign regulated brokers.
Notwithstanding anything to the contrary herein, commencing on the day after the Business Combination Closing Date, Glazer may sell the Shares at any per Share price above $10.50 per Share; provided, however, that prior to the six (6) month anniversary of the Business Combination Closing Date, Glazer may not engage in any hedge transactions (including engaging in any transactions involving any derivative securities of Kaleyra and any Short Sales involving any of GigCapital and Kaleyra’s securities).
If Glazer still owns Shares as of the six (6) month anniversary of the Business Combination Closing Date, Glazer may sell such Shares at the six (6) month anniversary of the Business Combination Closing Date to GigCapital for a per Share price (the “Shares Purchase Price”) equal to (a) the per share redemption amount of a share of common stock of GigCapital in connection with GigCapital’s stockholders’ approval of the Business Combination, plus (b) $0.03 per Share for each month following the Business Combination Closing Date that Glazer has held the Shares.
Following the closing of the Business Combination, Kaleyra will deposit the Shares Purchase Price into an escrow account, subject to an escrow agreement, with a nationally chartered bank. Kaleyra’s purchase of the Shares will be made with funds from the escrow. In the event that Glazer sells any Shares as provided for above, it shall provide notice to Kaleyra within three (3) business days of such sale, and Kaleyra may promptly release from the escrow for its use without restriction an amount equal to the pro rata portion of the escrow attributed to the Shares which Glazer has sold. In the event that Glazer chooses not to sell to Kaleyra any Shares that it owns as of the six (6) month anniversary of the Business Combination Closing Date, Kaleyra may promptly release all remaining funds from the escrow for its use without restriction.
The parties intend to negotiate and execute a definitive purchase agreement to reflect the above terms.
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 proposed transaction, the Business Combination, the Company and Kaleyra. All statements, other than statements of historical facts, that address activities, events or developments that the Company 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 entry by the Company into a definitive purchase agreement with Glazer or its closing, closing of the Business Combination, potential capital alternatives or changes to the capital structure of the Company, including a pending tender offer for the rights of the Company, and the expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the Business Combination and future business plans of the Company and Kaleyra management teams. In addition,
