Current Report Filing (8-k)
26 Maio 2020 - 5:25PM
Edgar (US Regulatory)
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
May 18, 2020
Date of Report
(date of earliest event reported)
GIGCAPITAL3,
INC.
(Exact name
of Registrant as specified in its charter)
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Delaware
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001-39283
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84-4605714
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1731 Embarcadero
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title
of each class
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Trading
Symbols
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Name of each exchange
on
which registered
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Units, each consisting of one share of Common Stock and three-fourths of one Redeemable Warrant
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GIK.U
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New York Stock Exchange
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Common Stock, par value $0.0001 per share
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GIK
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New York Stock Exchange
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Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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GIK.WS
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New York Stock Exchange
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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 x
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. ¨
As previously
disclosed by GigCapital3, Inc. (the “Company”) in its Current Report on Form 8-K, as filed with the Securities
and Exchange Commission (the “SEC”) on May 18, 2020 (the “IPO Closing 8-K”), the Company
consummated its initial public offering (the “IPO”) on that date, resulting in the issuance of an aggregate of 20,000,000
units (the “Public Units”). Each Public Unit consists of one share of the Company’s common stock (a “Public
Share”), $0.0001 par value (“Common Stock”), and three-fourths (3/4) of one redeemable warrant (a
“Public Warrant”). Each whole Public Warrant is exercisable for one share of Common Stock at a price of $11.50
per full share. The Public Units were sold at an offering price of $10.00 per unit, and the IPO generated aggregate gross proceeds
of $200,000,000. Simultaneously with the closing of the IPO and the sale of the Public Units,
the Company consummated the private placement (“Private Placement”) of (i) 893,479 units (the “Private
Placement Units”), at a price of $10.00 per Private Placement Unit, with each of GigAcquisitions3, LLC, a Delaware limited
liability company (the “Sponsor”) and the underwriters, pursuant to the respective Unit Purchase Agreements identified
above (collectively, the “Unit Purchase Agreements”). The Sponsor purchased 650,000 Private Placement Units;
and the Underwriters purchased 243,479 Private Placement Units in the aggregate. The Private Placement generated aggregate gross
proceeds of $8,934,790 consisting of $6,500,000 from the sale of the Private Placement Units to the Sponsor and $2,434,790 from
the sale of the Private Placement Units to the Underwriters. The Private Placement Units are substantially similar to the Public
Units, except for certain differences in the warrants included in the Private Placement Units (the “Private Warrants”)
as disclosed in the IPO Closing 8-K and in the Company’s registration statement on Form S-1, as amended (File No. 333-236626)
(the “Registration Statement”) as declared effective by the SEC on May 5, 2020, as amended by Post-Effective
Amendment No. 1 to the Registration Statement, as declared effective by the SEC on May 13, 2020.
A
total of $202,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for
the benefit of the Company’s public stockholders at JPMorgan Chase Bank, N.A., with Continental Stock Transfer &
Trust Company, acting as trustee. Except for the withdrawal of interest to pay taxes, none of the funds held in the trust account
will be released until the earlier of: (i) the completion of the Company’s initial business combination within eighteen
(18) months from the closing of the IPO; (ii) the Company’s redemption of 100% of the outstanding Public Shares
if the Company has not completed an initial business combination within eighteen (18) months from the closing of the IPO;
or (iii) the Company’s redemption of the Public Shares in connection with the stockholder approval of any amendment
to the provisions of the Amended and Restated Certificate of Incorporation governing the Company’s pre-initial business
combination activity and related stockholders’ rights.
An audited balance
sheet as of May 18, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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.
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GIGCAPITAL3, INC.
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By:
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/s/ Dr. Avi S. Katz
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Name:
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Dr. Avi S. Katz
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Title:
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Chief Executive Officer, President and Executive Chairman of
the GigCapital3, Inc. Board
(Principal Executive Officer)
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Date: May 26, 2020
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