Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by Kaleyra, Inc. (the “Company”) in the Current Report on Form8-K as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2019, the Company entered into an agreement (the “Confirmation”) for an OTC Equity Prepaid Forward Transaction (the “Transaction”) with Nomura Global Financial Products, Inc. (“NGFP”), an affiliate of Nomura Securities International, Inc.
Pursuant to the Confirmation, immediately following the closing of the business combination between the Company (f/k/a GigCapital, Inc.) and Kaleyra S.p.A., consummated on November 25, 2019 (the “Business Combination”), the Company transferred from the funds held in its trust account (the “Trust”) an amount equal to (a) the aggregate number of such Subject Shares (as defined below), multiplied by (b) the per share redemption price for shares of common stock out of the Trust (the “Forward Price”) (such actual aggregate cash amount, the “Prepayment Amount”), as a partial prepayment to NGFP of the amount to be paid to NGFP in settlement of the Transaction upon the Valuation Date (as defined below) for 1,623,000 shares of the Company’s common stock (the “Subject Shares”).
As provided in the Confirmation, the “Original Valuation Date” for the Transaction is November 25, 2020, provided that NGFP and the Company may, not later than ten days prior to the Original Valuation Date, agree, each in their sole discretion, to extend the Valuation Date to the second anniversary of the Business Combination (the “Extended Valuation Date”). At the Original Valuation Date or Extended Valuation Date, the Transaction will be settled by NGFP delivering the remaining Subject Shares to the Company, and the Company paying NGFP an amount equal to the product of (x) the Forward Price, (y) the applicable Accrual Percentage (as defined below), and (z) the number of remaining Subject Shares. The “Accrual Percentage” is the product of (a) with respect to any settlement occurring on or before the Original Valuation Date, 2.75% per annum, and with respect to any settlement occurring after the Original Valuation Date, 3.50% per annum, and (b) the number of actual days divided by the number of days in a year beginning on the date of the closing of the Business Combination and ending on the applicable day of the settlement.
On June 4, 2020, the Company and NGFP entered into a letter agreement (the “Amendment”) to provide for the extension of the Original Valuation Date to the Extended Valuation Date such that the Valuation Date is November 25, 2021. As a result, if NGFP sells Subject Shares to the Company, NGFP will keep that portion of the cash transferred to it following the closing of the Business Combination attributable to such shares sold to the Company, plus be paid the Accrual Percentage equal to 3.50% per annum, on November 25, 2021.
The foregoing description is only a summary of the Amendment and the Confirmation and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein and the Confirmation, which is filed as Exhibit 10.1 to the Current Report on Form8-K filed with the SEC on November 1, 2019, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
Number | | Description |
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| 10.1 | | Letter Agreement, dated June 4, 2020, by and between Kaleyra, Inc. and Nomura Global Financial Products, Inc. |
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| 10.2 | | OTC Equity Prepaid Forward Transaction Confirmation, dated October 31, 2019, by and among GigCapital, Nomura Global Financial Products, Inc., and Nomura Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K as filed with the SEC on November 1, 2019). |
