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
June 13, 2019
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) |
2479 E. Bayshore Rd., 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.
On June 13, 2019, GigCapital2, Inc., a Delaware corporation (the “Company”) issued a press release announcing the closing of the previously disclosed over-allotment option granted to the underwriters as part of the Company’s initial public offering (“IPO”), as disclosed in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 10, 2019 in connection with the consummation of the Company’s IPO. A copy of such press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
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: June 13, 2019 | ||||||
| By: | /s/ Dr. Avi S. Katz | |||||
| Name: | Dr. Avi S. Katz | |||||
| Title: |
Chief Executive Officer, President and Executive Chairman of the GigCapital2, Inc. Board | |||||
| (Principal Executive Officer) | ||||||
Exhibit 99.1
GigCapital2, Inc. Announces Closing of Over-Allotment Option in Connection
With Its Initial Public Offering
PALO ALTO, Calif., — June 13, 2019 —GigCapital2, Inc. (NYSE: GIX.U) (www.GigCapital2.com) (the “Company”) today announced that the underwriters, pursuant to the terms of the underwriting agreement, exercised in full their previously announced option to purchase 2,250,000 newly issued units to cover over-allotments, and on June 13, 2019, purchased these additional units, generating additional gross proceeds of $22,500,000. Following the exercise of the over-allotment option, the total aggregate issuance by the Company of 17,250,000 units at a price of $10.00 per unit resulted in total gross proceeds of $172,500,000.
Each unit consists of one share of common stock, one right and one warrant to purchase one share of common stock at a price of $11.50 per share. Each right entitles the holder thereof to receive one-twentieth (1/20) of one share of common stock upon the consummation of the Company’s initial business combination. The units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “GIX.U”. Once the securities comprising the units begin separate trading, the shares, rights and warrants are expected to be traded on the NYSE under the symbols “GIX”, “GIX RT”, and “GIX WS”, respectively.
The Company is a Private-to-Public Equity (PPE)™ company, also known as a blank check company or special purpose acquisition company (SPAC). It was sponsored by GigAcquisitions2, LLC, which was founded by GigFounders, LLC (www.gigfoundersglobal.com), each a member entity of the GigCapital Group, and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company intends to capitalize on the GigCapital Group’s experience and background in the technology, media and telecommunications (TMT) industries and to target TMT companies that are at the forefront of high technology and are enabling the future evolution of intelligent systems and solutions (such as data-intense mobility, autonomous platforms, smart sensor applications, human interaction, unified data management and artificial intelligence). The Company applies its unique “Mentor-Investor™” philosophy to partner with its targets where it offers financial, operational and executive mentoring in order to accelerate their growth and development from a privately held entity to a fast growing publicly traded company.
Dr. Avi Katz is the Executive Chairman, Secretary, President and Chief Executive Officer of the Company, and is also the sole manager of GigAcquisitions2, LLC.
EarlyBirdCapital, Inc. (“EarlyBird”) and Northland Securities, Inc. (“Northland”) acted as joint book running managers and Odeon Capital Group LLC acted as a co-manager for the offering.
A registration statement relating to these units and the underlying securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2019.
A final prospectus relating to and describing the final terms of the offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov, or may be obtained by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, NY 10017, Attn: Syndicate Department, 212-661-0200; or by contacting Northland Securities, Inc., Attention: Heidi Fletcher, 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, email hfletcher@northlandcapitalmarkets.com or telephone (612) 851-4918. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Note Concerning Forward Looking Statements
This news release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
“Private-to-Public Equity (PPE)” and “Mentor-Investor” are trademarks of GigFounders, LLC, a member entity of the GigCapital Group and the founder of GigAcquisitions2, LLC, used pursuant to agreement.
About The GigCapital Group
The GigCapital Group (GigCG) is a technology, media and telecommunications (TMT) focused investment group led by an affiliated team of technology industry corporate executives and entrepreneurs, and TMT operational and strategic experts in the private and public markets, including substantial, success-proven M&A and IPO activities. The group deploys a unique Mentor-Investors methodology to partner with exceptional TMT companies, managed by dedicated and experienced entrepreneurs. The GigCG Private-to-Public Equity (PPE) companies (also known as blank check companies or special purpose acquisition companies (SPACs)) offer financial, operational and executive mentoring to U.S. and overseas private, and non-U.S. public companies, in order to accelerate their path from inception and as a privately-held entity into the growth-stage as a publicly traded company in the U.S. The partnership of GigCG with these companies continues through an organic and roll-up strategy growth post the transition to a public company. GigCG was launched in 2017 with the vision of becoming the lead franchise in incepting and developing TMT Private-to-Public Equity (PPE) companies. In late 2017, GigCG incepted its first Private-to-Public Equity (PPE) company, GigCapital, Inc. (“GigCapital1”) (www.GigCapitalGlobal.com), which conducted its IPO on December 7, 2017 (NYSE: GIG.U), raising $125,00,000 in the base offering, which was increased to $143,750,000 with the underwriters exercise of their over-allotment option. GigCapital1 was sponsored by GigAcquisitions, LLC, (“GigAcquisitions1”) which was founded by GigFounders, LLC (www.gigfoundersglobal.com). In February 2018, GigCapital1 announced the execution of a definitive stock purchase agreement to acquire Kaleyra S.p.A. (www.kaleyra.com), headquartered in Milan, Italy, a combination that GigCapital1 expects to close during the 2nd half of 2019. In March 2019, GigCG launched GigCapital2, Inc. (“GigCapital2”) (www.GigCapital2.com), which conducted its IPO on June 5, 2019 (NYSE:GIX.U) for $150,00,000 in the base offering, and raised an additional $22,500,000 as a result of the underwriters’ exercise of the over-allotment option, for total gross proceeds of $172,500,000. GigCapital2 is sponsored by GigAcquisitions2, LLC, which was founded by GigFounders, LLC. GigCG pioneered the TMT Private-to-Public Equity (PPE) methodology, focusing solely on technology companies that are beyond the Private Equity Growth Stage and are striving to be established as a publicly listed enterprise on the NYSE. The GigCG Private-to-Public Equity (PPE) companies deploy a unique methodological process to systematically search and target prospective partners, generating a high-quality domestic and international attractive funnel of potential business combination opportunities. All GigCG members are financially involved in seeding the Private-to-Public (PPE) entities and commit time to support the mission and initiatives of GigCG to build a long-term industry leader Private-to-Public Equity (PPE) franchise. GigCG is committed to partner and enable public offerings of exceptional TMT companies being led by solid long term committed leadership teams. For more on GigCG and its affiliates please see www.GigCG.com.
| Investor Contact: |
| Darrow Associates, Inc. |
| Jim Fanucchi, (408) 404-5400 ir@GigCapital2.com |