KALEYRA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-30: Form 8-K; Period of report 2019-12-24; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2019-12-17: Form 8-K; Period of report 2019-12-17; Description 8.01 Other Events; Details 8.01.
- 2019-12-16: Form 8-K; Period of report 2019-12-12; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-12-16: Form 8-K; Period of report 2019-12-13; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-30 | 8-K | 2019-12-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above in Item 1.01 of this Current Report regarding the issuance of the Amended Extension Notes and Amended Working Capital Notes is incorporated by reference herein. | d855685d8k.htm |
| 2019-12-17 | 8-K | 2019-12-17 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by Kaleyra, Inc., a Delaware corporation (the “Company”) on December 17, 2019 regarding its intention to commence an exchange offer relating to its outstanding warrants (the “Press Release”). | d841980d8k.htm |
| 2019-12-16 | 8-K | 2019-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with it recently becoming a public company and in furtherance of it scaling and stepping-up its finance department, on December 12, 2019, Kaleyra, Inc. (“Kaleyra” or the “Company”) terminated the employment of Ms. Julia Pulzone as its Executive Vice President and Chief Financial Officer of the Company. | d850240d8k.htm |
| 2019-12-16 | 8-K | 2019-12-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above in Item 1.01 of this Current Report regarding the issuance of the Amended Extension Notes and Amended Working Capital Notes is incorporated by reference herein. | d849761d8k.htm |
| 2019-12-06 | 8-K | 2019-12-06 | 7.01 Regulation FD Disclosure | 7.01 On December 6, 2019, Kaleyra, Inc. posted to the investor relations page of its corporate website, https://investors.kaleyra.com/sec-filings, an investor presentation. | d839329d8k.htm |
| 2019-12-05 | 8-K/A | 2019-11-25 | 9.01 Financial Statements and Exhibits | 9.01 ExhibitNumber Description 2.1+ Stock Purchase Agreement, dated as of February 22, 2019 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed with the SEC on February 26, 2019). | d827801d8ka.htm |
| 2019-12-03 | 8-K | 2019-12-03 | 2.02 Results of Operations and Financial Condition | 2.02 On December 3, 2019, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and nine months ended September 30, 2019. | d842414d8k.htm |
| 2019-12-02 | 8-K | 2019-11-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 1.01 Entry into Material Definitive Agreement. 2.01 (f) of Form 8-K states that if the predecessor registrant was a shell company, as GigCapital was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 2.03 As previously disclosed in the Current Report on Form 8-K as filed with the SEC on February 26, 2019, the Stock Purchase Agreement provides that each of Esse Effe S.p.A. (“Esse Effe”) and Maya Investments Limited (“Maya”) will upon the Closing receive as partial consideration for the Business Combination unsecured convertible promissory notes in the amounts of $6,000,000 and $1,500,000 respectively, (the “Notes”). 3.02 This summary is qualified in its entirety by reference to Stock Purchase Agreement, which is included as Exhibit 2.1 to this Current Report and is incorporated herein by reference. 4.01 Upon the Business Combination, Kaleyra S.p.A. is considered the “accounting acquiror” of Kaleyra, Inc. (f/k/a GigCapital, Inc.), even though Kaleyra, Inc. is the legal acquiror. 5.02 The following persons are serving as executive officers and directors of Kaleyra following the Closing, with Dario Calogero, Giacomo Dall’Aglio and Julia Pulzone having been named as executive officers effective upon the Closing on November 25, 2019, and each of the directors having been elected by the GigCapital stockholders to the Board also upon the Closing on November 25, 2019. 5.06 As a result of the Business Combination, the Company ceased being a shell company. | d824512d8k.htm |
| 2019-11-29 | 8-K | 2019-11-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2019, the common stock, par value $0.0001 per share (the “Common Stock”), of Kaleyra, Inc. (f/k/a GigCapital, Inc.) (the “Company”) began trading on the NYSE American LLC (the “NYSE American”) on November 26, 2019. | d819217d8k.htm |
| 2019-11-26 | 8-K | 2019-11-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On November 25, 2019, Kaleyra, Inc. (f/k/a GigCapital, Inc.) (the “Company”) filed Form 8-A with the Securities and Exchange Commission as a result of the combination of GigCapital, Inc. with Kaleyra S.p.A. With the combination, GigCapital, Inc.’s common stock ceased to trade on the New York Stock Exchange (“NYSE”), and the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), was transferred from the NYSE to the NYSE American LLC (the “NYSE American”). 8.01 A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | d839689d8k.htm |
| 2019-11-25 | 8-K | 2019-11-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 As previously disclosed in its Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2019 (the “February Current Report”), GigCapital, Inc., a Delaware corporation (“GigCapital” or, the “Buyer”), entered into a Stock Purchase Agreement on February 22, 2019 (the “Purchase Agreement”), by and among the Buyer, Kaleyra S.p.A., a company with shares formed under the laws of Italy (the “Company”), Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders (the “Company Stockholders”) of the ordinary shares of the Company immediately prior to the closing of the Transaction (as defined below), and each of the following Company Stockholders of all of the Company’s stock (collectively, such Company Stockholders, the “Sellers”): Esse Effe S.p.A, a company with shares formed under the laws of Italy (“Esse Effe”), Maya Investments Limited, a company formed under the laws of England (“Maya”), Hong Kong Permanent Shine Limited, a company formed under the laws of Hong Kong, Ipai Terry Hsiao, Giacomo Dall’Aglio, Alex Milani, Luca Giardina Papa, Filippo Monastra, Matteo Castelucci, Kirk Tsai, Justyna Miziolek, Erjon Metko, Claudio Ippolito, Andrea Riccardi, and Francesco Vizzone. 2.03 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Amended Extension Notes and Amended Working Capital Notes is incorporated by reference herein. 5.07 On November 22, 2019, GigCapital held its special meeting of the stockholders (the “Special Meeting”) to (i) consider and vote a proposal to adopt the Stock Purchase Agreement, as amended, and the transactions contemplated thereby (“Proposal No. 1”); (ii) consider and vote on an amendment to GigCapital’s current amended and restated certificate of incorporation, as amended (the “Charter”) to provide for the classification of GigCapital’s board of directors (the “Board”) into three classes of directors with staggered three-year terms of office and to make certain related changes (“Proposal No. 2”); (iii) consider and vote upon a proposal to amend GigCapital’s current Charter to provide for certain additional changes, including but not limited to changing the GigCapital’s name from “GigCapital, Inc.” to “Kaleyra, Inc.” and eliminating certain provisions specific to our status as a blank check company (“Proposal No. 3”); (iv) elect, effective at the closing of the business combination, six directors to serve staggered terms on our Board until the 2020, 2021 and 2022 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified or until they resign or are otherwise removed (“Proposal No. 4); and (v) consider and vote upon a proposal to approve the Kaleyra, Inc. 2019 Equity Incentive Plan (“Proposal No. 5”). 8.01 On November 25, 2019, GigCapital announced that all proposals related to the business combination were approved by GigCapital’ stockholders at the Special Meeting. | d839793d8k.htm |
| 2019-11-20 | 8-K | 2019-11-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d835348d8k.htm |
| 2019-11-13 | 8-K | 2019-11-12 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the further monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d829016d8k.htm |
| 2019-11-01 | 8-K | 2019-10-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d816367d8k.htm |
| 2019-10-18 | 8-K | 2019-10-18 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Report is the form of investor presentation to be used by GigCapital, Inc. (the “Company”) with regard to the proposed business combination (the “Business Combination”) with Kaleyra S.p.A. (“Kaleyra”) in presentations to certain of its stockholders and other persons interested in purchasing its securities. | d819784d8k.htm |
| 2019-10-15 | 8-K | 2019-10-11 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 3.02 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the further monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d819290d8k.htm |
| 2019-10-10 | 8-K | 2019-10-10 | 8.01 Other Events | 8.01 On October 10, 2019, GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”), entered into a non-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). | d819621d8k.htm |
| 2019-10-09 | 8-K | 2019-10-09 | 8.01 Other Events | 8.01 On October 9, 2019, GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”), entered into a non-binding letter of intent (the “LOI”) with an affiliate of Nomura Securities International, Inc. (“Nomura”). | d817345d8k.htm |
| 2019-10-04 | 8-K | 2019-10-03 | 8.01 Other Events | 8.01 On October 3, 2019, GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”), entered into a non-binding letter of intent (the “LOI”) with Yakira Capital Management (“Yakira”) for the acquisition of (i) the 408,750 shares of common stock of GigCapital currently held by Yakira (the “Initial Shares”), and (ii) the shares of common stock of GigCapital into which the 419,299 rights (NYSE: GIG.RT) currently held by Yakira (the “Initial Rights”) will convert upon the closing of GigCapital’s business combination (the “Business Combination”) with Kaleyra, S.p.A. (“Kaleyra”, which term also refers to the post-combination company). | d796539d8k.htm |
| 2019-10-03 | 8-K | 2019-10-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d813911d8k.htm |
| 2019-10-02 | 8-K | 2019-10-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d814193d8k.htm |
| 2019-09-27 | 8-K | 2019-09-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d810446d8k.htm |
| 2019-09-27 | 8-K | 2019-09-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 GigCapital, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on September 26, 2019. | d809541d8k.htm |
| 2019-09-26 | 8-K | 2019-09-25 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Report is the form of investor presentation to be used by GigCapital, Inc. (the “Company”) with regard to the proposed business combination (the “Business Combination”) with Kaleyra S.p.A. (“Kaleyra”) in presentations to certain of its stockholders and other persons interested in purchasing its securities. | d794768d8k.htm |
| 2019-09-24 | 8-K | 2019-09-24 | 8.01 Other Events | 8.01 As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2019, GigCapital, Inc., a Delaware corporation (the “Company”), intends to commence a cash tender offer for its outstanding public rights (the “Rights Tender Offer”). | d792827d8k.htm |
| 2019-09-24 | 8-K | 2019-09-24 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K regarding the Amendment and the extension of the Termination Date is incorporated by reference herein. | d770302d8k.htm |
| 2019-09-20 | 8-K | 2019-09-20 | 8.01 Other Events | 8.01 On September 20, 2019, GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”), entered into a non-binding letter of intent with Greenhaven Road Capital Fund 1, LP and Greenhaven Road Capital Fund 2, LP (collectively referred to as “Greenhaven”) pursuant to which GigCapital would acquire the shares of common stock of GigCapital (the “Shares”) into which the 5,482,694 rights (NYSE: GIG.RT) (the “Rights”) currently held by Greenhaven, plus any additional rights (the “Additional Rights”) that Greenhaven may acquire, up to 4,517,306 Additional Rights, will convert upon the closing of GigCapital’s business combination with Kaleyra, S.p.A. (the “Business Combination”). | d807807d8k.htm |
| 2019-09-09 | 8-K | 2019-09-09 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the fourth monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d808867d8k.htm |
| 2019-09-03 | 8-K | 2019-09-03 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by GigCapital, Inc., a Delaware corporation (“GigCapital” or the “Company”) on September 3, 2019 regarding its intention to commence a cash tender offer for its outstanding rights (the “Press Release”). | d747490d8k.htm |
| 2019-08-19 | 8-K | 2019-08-19 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 The information set forth below under this Item 7.01, including the attached Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 8.01 The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein. | d772764d8k.htm |
| 2019-08-16 | 8-K | 2019-08-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On August 15, 2019, GigCapital, Inc. (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) that it was not currently in compliance with the requirement of Section 802.01B of the New York Stock Exchange Listed Company Manual (the “NYSE Manual”) that the Company’s Common Stock and Units be held by a minimum of 300 public shareholders (the “NYSE Notice”). 7.01 As required by Section 802.01B of the NYSE Manual, on August 16, 2019, the Company issued a press release regarding receipt of the NYSE Notice. | d784279d8k.htm |
| 2019-08-12 | 8-K | 2019-08-09 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 3.02 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the further monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d783000d8k.htm |
| 2019-08-08 | 8-K | 2019-08-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 6, 2019, Tara McDonough submitted a letter of resignation from her position as the Vice President and Chief Financial Officer of GigCapital, Inc., a Delaware corporation (the “Company”). | d782161d8k.htm |
| 2019-08-02 | 8-K | 2019-08-02 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Report is the form of investor presentation to be used by GigCapital, Inc. (the “Company”) with regard to the proposed business combination (the “Business Combination”) with Kaleyra S.p.A. (“Kaleyra”) in presentations to certain of its stockholders and other persons interested in purchasing its securities. | d771788d8k.htm |
| 2019-07-10 | 8-K | 2019-07-10 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 3.02 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the second monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d775740d8k.htm |
| 2019-06-10 | 8-K | 2019-06-10 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 On June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four non-convertible unsecured promissory notes (each, an “Extension Note” and collectively the “Extension Notes”) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $43,578.25 to Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $2,177.82 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). 3.02 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 8.01 The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K regarding the first monthly Contribution and the issuance of the Extension Notes is incorporated by reference herein. | d748604d8k.htm |
| 2019-06-06 | 8-K | 2019-06-05 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On June 5, 2019, GigCapital, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware (the “DE SOS”) a Certificate of Amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, pursuant to which the date by which the Company must consummate its initial business combination was extended from June 12, 2019 to December 12, 2019 (such extension, the “Extension”). 7.01 The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. | d747846d8k.htm |
| 2019-05-29 | 8-K | 2019-05-29 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 The information set forth below under this Item 7.01, including the attached Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 8.01 The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein. | d731495d8k.htm |
| 2019-05-16 | 8-K | 2019-05-16 | 8.01 Other Events | 8.01 GigCapital, Inc. (the “Company”) previously announced that it will hold a special meeting of stockholders on June 5, 2019 at 10:00 a.m., local time, at the office of the Company, located at 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA 94303 (the “Special Meeting”) to vote on a proposal to amend (the “Charter Amendment”) the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date (the “Extension”) by which the Company must consummate its previously announced business combination (the “Business Combination”) with Kaleyra S.p.A (“Kaleyra”) for an additional six months, from June 12, 2019 to December 12, 2019 (the “Extended Date”). | d749688d8k.htm |
| 2019-04-19 | 8-K | 2019-04-18 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 As previously disclosed, on March 6, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four unsecured promissory notes (each, a “Note” and collectively the “Notes”) in the aggregate principal amount of $1,437,500.00, representing $0.10 per public share, as follows: (i) $1,046,044.70 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $261,015.57 to Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $117,395.49 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $13,044.23 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). | d732979d8k.htm |
| 2019-03-21 | 8-K | 2019-03-21 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued on March 21, 2019. | d723351d8k.htm |
| 2019-03-18 | 8-K | 2019-03-18 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued on March 18, 2019. | d716330d8k.htm |
| 2019-03-08 | 8-K | 2019-03-06 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On March 6, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued four unsecured promissory notes (each, a “Note” and collectively the “Notes”) in the aggregate principal amount of $1,437,500.00, representing $0.10 per public share, as follows: (i) $1,046,044.70 issued to GigAcquisitions, LLC, a Delaware limited liability company (our “Sponsor”), (ii) $261,015.57 to Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments”), (iii) $117,395.49 to Irwin Silverberg, an individual and affiliate of Cowen Investments (“Silverberg”) and (iv) $13,044.23 to Jeffrey Bernstein, an individual and affiliate of Cowen Investments (“Bernstein”, and collectively with Sponsor, Cowen Investments, and Silverberg, our “Founders”). | d623579d8k.htm |
| 2019-03-06 | 8-K | 2019-03-05 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously announced, on February 22, 2019, GigCapital, Inc., a Delaware corporation (“Buyer”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Buyer, Kaleyra S.p.A., a company with shares formed under the laws of Italy (the “Company”), Shareholder Representative Services LLC, (the “Seller Representative”) as representative for the holders (the “Company Stockholders”) of the ordinary shares of the Company (the “Company Stock”) immediately prior to the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”) of the Transaction (as defined below), and each of the following Company Stockholders of all of the Company Stock (collectively, such Company Stockholders, the “Sellers”): Esse Effe S.p.A, a company with shares formed under the laws of Italy (“Esse Effe”), Maya Investments Limited, a company formed under the laws of England (“Maya”), Hong Kong Permanent Shine Limited, a company formed under the laws of Hong Kong, Ipai Terry Hsiao, Giacomo Dall’Aglio, Alex Milani, Luca Giardina Papa, Filippo Monastra, Matteo Castelucci, Kirk Tsai, Justyna Miziolek, Erjon Metko, Claudio Ippolito, Andrea Riccardi, and Francesco Vizzone. 8.01 The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein. | d668578d8k.htm |
| 2019-02-26 | 8-K | 2019-02-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 7.01 The information set forth below under this Item 7.01, including the attached Exhibits 99.1 and 99.2, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. | d710643d8k.htm |