| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendments to Forward Share Purchase Agreements with Greenhaven and Glazer
As previously disclosed on the Current Report on Form8-K (“Current Report”) filed by Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of September 27, 2019, with Greenhaven Capital Fund 1, LP (“Greenhaven Fund 1”) and Greenhaven Road Capital Fund 2, LP (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”), as subsequently amended by Amendment No. 1 to the Forward Share Purchase Agreement dated as of October 3, 2019 (the “Greenhaven Forward Share Purchase Agreement”). As previously disclosed on the Current Report filed by the Company with the SEC on October 2, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of October 1, 2019, with Kepos Alpha Fund L.P. (“Kepos”), as subsquently amended by Amendment No. 1 to the Forward Share Purchase Agreement dated as of October 2, 2019 (the “Kepos Forward Share Purchase Agreement”). As previously disclosed on the Current Report filed by the Company with the SEC on November 20, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of November 19, 2019, with Glazer Capital, LLC (“Glazer”) (the “Glazer Forward Share Purchase Agreement” and together with the Greenhaven Forward Share Purchase Agreement and the Kepos Forward Share Purchase Agreement, the “Forward Share Purchase Agreements”). Pursuant to the terms of the Forward Share Purchase Agreements, commencing on the day after the completion of the Company’s previously announced business combination with Kaleyra S.p.A, which occurred on November 25, 2019 (the “Business Combination”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), held by Greenhaven, Kepos and Glazer, respectively, could be sold in the open market, at their sole discretion, as long as the sales price of the Common Stock is above $10.50 per share. As of the close of the Business Combination, Greenhaven, Kepos and Glazer held 996,195, 195,847 and 922,933 shares of Common Stock, respectively (the “Subject Shares”).
On December 13, 2019, the Company entered into Amendment No. 2 to the Greenhaven Forward Share Purchase Agreement with Greenhaven (the “Greenhaven Amendment”), Amendment No. 2 to the Kepos Forward Share Purchase Agreement (the “Kepos Amendment”) and Amendment No. 1 to the Glazer Forward Share Purchase Agreement with Glazer (the “Glazer Amendment” and together with the Greenhaven Amendment and the Kepos Amendment, the “Amendments”). The Amendments provide that Greenhaven, Kepos and Glazer may sell their respective Subject Shares in the open market, at their sole discretion, as long as the sales price is above $8.50 per share and sales are made in blocks of at least 25,000 shares.
The foregoing description is only a summary of the Amendments, and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, and are incorporated herein by reference. The Amendments are included as exhibits to this Current Report in order to provide investors and security holders with material information regarding the terms of the Amendments. The Amendments are not intended to provide any other factual information about or the Company, Greenhaven, Kepos or Glazer.
