UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 24, 2020
Date of Report (date of earliest event reported)
GigCapital2, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-38924 | 83-3838045 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1731 Embarcadero Road, Suite 200
Palo Alto, CA 94303
(Address of principal executive offices)
(650) 276-7040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock, one Right and one Warrant | GIX.U | New York Stock Exchange | ||
| Common Stock, par value $0.0001 per share | GIX | New York Stock Exchange | ||
| Rights to purchase one-twentieth of one share of Common Stock | GIX.RT | New York Stock Exchange | ||
| Warrants to purchase one share of Common Stock | GIX.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
GigCapital2, Inc. (“GigCapital2”) has determined to postpone its annual meeting of stockholders that was originally scheduled for December 3, 2020 to December 8, 2020 in light of its ongoing business objectives and publicly announced proposed acquisitions. As a result of the postponement of the annual meeting of stockholders, any stockholder seeking to demand redemption in connection with the amendment (the “Extension Amendment”) to GigCapital2’s amended and restated certificate of incorporation to extend the date by which GigCapital2 must consummate a business combination from December 10, 2020 to March 10, 2021 on the agenda for the annual meeting must submit its written request to the transfer agent in accordance with the procedure specified in the Proxy Statement delivered to GigCapital2’s stockholders in connection with the annual meeting prior to 5:00 p.m. EST on December 4, 2020.
On November 24, 2020, GigCapital2 issued a press release announcing the aforementioned postponement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Additional Information About the Proposed Acquisitions and Where To Find It
Additional information about the Extension Amendment can be found in GigCapital2’s definitive proxy statement in connection with GigCapital2’s solicitation of proxies for its annual meeting of stockholders to be held to approve, among other things, the Extension Amendment, previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed to stockholders on November 2, 2020.
Stockholders may also obtain a copy of the definitive proxy statement, as well as other documents filed with the SEC by GigCapital2, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Brad Weightman, Vice President and Chief Financial Officer, GigCapital2, Inc., 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
GigCapital2 and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from GigCapital2’s stockholders in respect of the Extension Amendment. Information regarding GigCapital2’s directors and executive officers is available in its Form 10-K filed with the SEC on March 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is contained in the definitive proxy statements related to the annual meeting of stockholders, and which can be obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit | Description | |
| 99.1 | Press Release, dated November 24, 2020 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 24, 2020 | GIGCAPITAL2, INC. | |||||
| By: | /s/ Dr. Raluca Dinu | |||||
Name: | Dr. Raluca Dinu | |||||
Title: | Chief Executive Officer and President | |||||