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GIW GigInternational1

Filed: 24 May 21, 6:07am

 

 

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

Date of Report (Date of earliest event reported): May 18, 2021

 

 

GigInternational1, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-40424 86-2256255
(State or Other Jurisdiction of
Incorporation or Organization)
 

(Commission

File Number)

 (I.R.S. Employer
Identification No.)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(650) 276-7040

  

94303

(Zip Code)

(650) 276-7040

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

As soon as practicable after this Registration Statement is declared effective.

 

 

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 Instructions 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

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant GIWWU The Nasdaq Stock Market LLC
Common stock, $0.0001 par value GIW The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share GIWWW The Nasdaq Stock Market LLC

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 1.01

Entry into Material Definitive Agreement.

On May 18, 2021, the registration statement on Form S-1 (File No. 333-255234), as amended (the “Registration Statement”), relating to the initial public offering (the “IPO”) of GigInternational1, Inc., a Delaware corporation (the “Company”), was declared effective by the U.S. Securities and Exchange Commission.

On May 21, 2021, the Company consummated the IPO of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half (1/2) of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company has granted the underwriters a 45-day option to purchase up to 3,000,000 additional public Units solely to cover over-allotments, if any.

In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:

 

  

An Underwriting Agreement, dated May 18, 2021, by and between the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C., as representatives of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriter by the Company and is attached as Exhibit 1.1 hereto and incorporated herein by reference;

 

  

A Warrant Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;

 

  

A Letter Agreement, dated May 18, 2021, by and among the Company, GigInternational1 Sponsor, LLC (the “Sponsor”), and Oppenheimer & Co. Inc. and William Blair & Company L.L.C., as representatives of the underwriters, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference (the “Sponsor Letter Agreement”);

 

  

A Letter Agreement, dated May 18, 2021, by and among the Company and each of its officers and directors, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference (the “D&O Letter Agreement”);

 

  

An Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Brad Weightman, the Chief Financial Officer of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;

 

  

An Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;

 

  

A Unit Purchase Agreement, dated May 18, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference;

 

  

A Unit Purchase Agreement, dated May 18, 2021, by and among the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C., a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference;

 

  

A Registration Rights Agreement, dated May 18, 2021, by and among the Company, the Sponsor and certain other security holders named therein, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference;


  

An Investment Management Trust Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference;

 

  

An Administrative Services Agreement, dated May 18, 2021, by and among the Company and GigManagement, LLC, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference;

 

  

A Strategic Services Agreement, dated May 18, 2021, by and among the Company and Brad Weightman, the Chief Financial Officer of the Company, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Dr. Avi S. Katz, the Executive Chairman of the Company, a copy of which is attached as Exhibit 10.11 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Dr. Raluca Dinu, the President, Chief Executive Officer and Secretary of the Company, a copy of which is attached as Exhibit 10.12 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Raanan I. Horowitz, a director of the Company, a copy of which is attached as Exhibit 10.13 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Andrea Betti-Berutto, a director of the Company, a copy of which is attached as Exhibit 10.14 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Dorothy D. Hayes, a director of the Company, a copy of which is attached as Exhibit 10.15 hereto and incorporated herein by reference;

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Peter S. Wang, a director of the Company, a copy of which is attached as Exhibit 10.16 hereto and incorporated herein by reference; and

 

  

An Indemnity Agreement, dated May 18, 2021, between the Company and Brad Weightman, the Chief Financial Officer of the Company, a copy of which is attached as Exhibit 10.17 hereto and incorporated herein by reference.

The material terms of each of the foregoing agreements are described in the prospectus that forms a part of the Registration Statement, and the descriptions of such terms are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.

 

Item 3.02

Unregistered Sales of Equity Securities.

Upon the effectiveness of the Initial Registration Statement, the Company granted (i) 5,000 shares of Common Stock to Brad Weightman, the Company’s Chief Financial Officer, pursuant to the respective Insider Shares Grant Agreement identified above, and (ii) 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company, pursuant to the respective Insider Shares Grant Agreement identified above (the documents listed in (i) and (ii), collectively, the “Insider Shares Grant Agreements”). The material terms of the Insider Shares Grant Agreements are set forth in the Registration Statement and incorporated by reference herein.

Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 950,000 units (the “Private Units”) at a purchase price of $10.00 per Private Unit, to the Sponsor and the underwriters, generating gross proceeds to the Company of $9,500,000, including: (i) 650,000 Private Units


purchased by the Sponsor, pursuant to the respective Unit Purchase Agreement identified above (the “Sponsor Unit Purchase Agreement”) (ii) 210,000 Private Units purchased by Oppenheimer & Co. Inc., and 90,000 Private Units purchased by William Blair & Company L.L.C., pursuant to the respective Unit Purchase Agreement identified above (the “Underwriters Unit Purchase Agreement”). The Private Units are identical to the public Units sold in the IPO, except that the underlying warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, so long as they are held by the Sponsor, the underwriters or any of their respective permitted transferees, and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until thirty (30) days following the consummation of the Company’s initial business combination. If the warrants included in the Private Units are held by holders other than the Sponsor, the underwriters or any of their respective permitted transferees, then the warrants included in the Private Units will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The material terms of the Sponsor Unit Purchase Agreement and the Underwriter Unit Purchase Agreement are set forth in the Registration Statement and incorporated by reference herein.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the IPO, each of Dr. Avi S. Katz, Dr. Raluca Dinu, Messrs. Raanan I. Horowitz, Andrea Betti-Berutto and Peter S. Wang, and Ms. Dorothy D. Hayes (collectively, the “Directors”) and Mr. Brad Weightman, the Chief Financial Officer of the Company (the “CFO”), on May 18, 2021 entered into the D&O Letter Agreement as well as an indemnity agreement with the Company. In addition, on May 18, 2021, the Company issued 5,000 shares to Brad Weightman, the Chief Financial Officer of the Company, solely in consideration of future services, pursuant to the Insider Shares Grant Agreement attached as Exhibit 10.3 and incorporated herein by reference.

Other than the foregoing, none of the Directors or the CFO is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Copies of the D&O Letter Agreement and indemnity agreements are attached as Exhibits 10.2, 10.11 through 10.17 hereto, respectively, and are incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 18, 2021, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), effective the same day. The terms of the Amended and Restated Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01

Other Events

In connection with the IPO, Messrs. Horowitz and Wang and Ms. Hayes were appointed on May 18, 2021 to the Board’s Audit Committee, with Ms. Hayes serving as chair of the Audit Committee; Messrs. Wang and Betti-Berutto and Ms. Hayes were appointed to the Board’s Compensation Committee, with Mr. Betti-Berutto serving as chair of the Compensation Committee; and Messrs. Horowitz, Wang and Betti-Berutto were appointed to the Nominating and Corporate Governance Committee, with Mr. Horowitz serving as chair of the Nominating and Corporate Governance Committee.

A total of $202,000,000, consisting of the entirety of the proceeds received by the Company after deduction for commissions from the IPO, and a portion of the proceeds from the sale of the Private Units, (which amount includes $7,000,000 of deferred underwriting commissions), were placed in a U.S.-based trust account at Oppenheimer & Co. Inc., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the funds in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 15 months from the closing of the IPO;


provided, however, if the Company anticipates that it may not be able to consummate its initial business combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months to complete a business combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters’ over-allotment option, if exercised) for each 3-month extension of the time period to complete the Company’s initial business combination, in exchange for a non-interest bearing, unsecured promissory note, and (iii) the redemption of the Company’s public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Charter to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or up to 21 months if the Company extends the period of time to consummate its initial business combination in accordance with the terms described in the Registration Statement) or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity.

On May 18, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

On May 21, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit
No.

  

Description

1.1  An Underwriting Agreement, dated May 18, 2021, by and between the Company, Oppenheimer & Co. Inc. and William Blair  & Company L.L.C., as representatives of the underwriters named therein
3.1  Amended and Restated Certificate of Incorporation
4.1  Warrant Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company
10.1  Letter Agreement, dated May 18, 2021, by and among the Company, the Sponsor, Oppenheimer & Co. Inc. and William Blair & Company, L.L.C.
10.2  Letter Agreement, dated May 18, 2021, by and among the Company and each of its officers and directors
10.3  Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Brad Weightman
10.4  Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Interest Solutions LLC
10.5  Unit Purchase Agreement, dated May 18, 2021, by and between the Company and the Sponsor
10.6  Unit Purchase Agreement, dated May 18, 2021, by and among the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C.
10.7  Registration Rights Agreement, dated May 18, 2021, by and among the Company, the Sponsor and certain other security holders named therein
10.8  Investment Management Trust Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GIGINTERNATIONAL1, INC.
Dated: May 24, 2021  By: 

/s/ Dr. Raluca Dinu

   Dr. Raluca Dinu
   President and Chief Executive Officer