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

December 8, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 8, 2020, GigCapital2, Inc. (the “Company”) held its 2020 Annual Stockholders’ Meeting (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from December 10, 2020 to March 10, 2021. The certificate of amendment was filed with the Delaware Secretary of State and has effective date of December 8, 2020.

The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, of the 22,245,000 shares of common stock outstanding and entitled to vote, 18,625,346 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from December 10, 2020 to March 10, 2021, by the votes set forth in the table below:

 

For

 

Against

 

Abstained

16,984,075

  205   0

Proposal 2: Each of the nominees for director were elected to serve until the Company’s 2021 annual meeting of stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Name

   For      Against      Abstained      Broker
Non-Vote 		 

Dr. Raluca Dinu

     16,983,676        0        604        1,641,066  

Dr. Avi S. Katz

     16,947,677        0        36,603        1,641,066  

Neil Miotto

     16,983,676        0        304        1,641,066  

John Mikulsky

     16,984,076        0        204        1,641,066  

Gil Frostig

     15,420,461        0        1,563,819        1,641,066  

Proposal 3: Stockholders ratified the appointment of BPM LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year by the votes set forth in the table below:

 

For

 

Against

 

Abstained

18,624,060

  1,286   0

No other items were presented for stockholder approval at the Annual Meeting

Item 7.01 Regulation FD Disclosure.

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.

In connection with Proposal 1 to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from December 10, 2020 to March 10, 2021, stockholders elected to redeem 579,881 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which represents approximately 3.4% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $168.4 million will remain in the trust account and 21,665,119 shares of Common Stock will remain issued and outstanding.

On December 8, 2020, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number 		    
  3.1    Certificate of Amendment to Amended and Restated Certificate of Incorporation
99.1    Press Release, dated December 8, 2020

 

SIGNATURE

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.

Dated: December 8, 2020

 

By:  

/s/ Dr. Raluca Dinu

Name:   Dr. Raluca Dinu
Title:   Chief Executive Officer and President

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GIGCAPITAL2, INC.

GigCapital2, Inc., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the corporation is GigCapital2, Inc. The corporation was originally incorporated pursuant to the DGCL on March 6, 2019, under the name of GigCapital2, Inc.

2. The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 6, 2019, and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was June 5, 2019.

3. The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the corporation (as amended and restated prior to the date hereof), declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:

RESOLVED, that Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:

“Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on May 9, 2019, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 21 months from the closing of the Offering, and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate relating to the Corporation’s pre-initial Business Combination activity and related stockholders’ rights (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Founders (as such term is defined in the Registration Statement), officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

RESOLVED FURTHER, that Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:

“In the event that the Corporation has not consummated an initial Business Combination within 21 months from the closing of the Offering, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”

4. That thereafter, said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this 8th day of December, 2020.

 

/s/ Dr. Raluca Dinu

Dr. Raluca Dinu
Chief Executive Officer

Exhibit 99.1

GigCapital2 Announces

Results of Annual Meeting of Stockholders

Stockholders Approve All Proposals

Palo Alto, CA – December 8, 2020 – GigCapital2, Inc. (“GigCapital2”) (NYSE: GIX), a Technology, Media and Telecom (TMT) Private-to-Public Equity (PPE)™ corporation, today announced that all of the matters put forward before its stockholders for consideration and approval were approved by the requisite majority of votes cast at the virtual annual meeting of stockholders held today.

At the annual meeting, the stockholders voted in favor of the following proposals:

 

  1.

To amend the company’s Amended and Restated Certificate of Incorporation to extend the date by which the company must consummate a business combination transaction from December 10, 2020 to March 10, 2021 (the “Extension Amendment”);

 

  2.

To elect five directors to serve as directors on the company’s Board of Directors until the 2021 annual meeting of stockholders or until their successors are elected and qualified; and

 

  3.

To ratify the selection by the company’s Audit Committee of BPM LLP to serve as the company’s independent registered public accounting firm for the year ending December 31, 2020.

The proposals are more fully described in the company’s filings with the U.S. Securities & Exchange Commission.

Leading up to the annual meeting, there were minimal stockholders seeking to demand redemption in connection with the Extension Amendment on the agenda for the annual meeting, with a total of 579,881 shares (or approximately 3%) being redeemed out of 17,250,000 shares eligible for redemption. More than 76% of the outstanding shares of stock of the company were voted for the Extension Amendment, and of those voting on the Extension Amendment, more than 99% were voted in support.

Dr. Avi Katz, Founder and Executive Chairman of GigCapital2, commented, “We are pleased to have received overwhelming shareholder support, which paves the way to move forward with the business combinations with UpHealth Holdings, Inc. and Cloudbreak Health, LLC that will result in the renaming of the company as UpHealth Holdings, Inc., which was announced on November 23, 2020. The combined company will be an integrated global platform serving four of the fastest growing digital health markets: Integrated Care Management, Global Telehealth, Digital Pharmacy, and Tech-enabled Behavioral Health. Furthermore, we view the limited redemptions after the announced combination, and the significant trading volume for our shares, units, warrants and rights, as validation of our strategy to create to a powerful digital healthcare pioneer poised for substantial growth on a global scale. We remain confident the combination will be completed within the revised and shareholder approved closing date, subject to customary closing conditions.”

About GigCapital Global and GigCapital2, Inc.

GigCapital Global (“GigCapital”) is a Private-to-Public Equity (PPE)™ 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 GigCapital 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 GigCapital with these companies continues through an organic and roll-up strategy growth post the transition to a public company. GigCapital was launched in 2017 with the vision of becoming the lead franchise in incepting and developing TMT Private-to-Public Equity (PPE) companies. For more information, visit www.gigcapitalglobal.com or https://www.gigcapital2.com/.

GigCapital2, Inc. (NYSE: GIX, GIX.U, GIX.RT, and GIX.WS) is one of GigCapital’s Private-to-Public Equity (PPE) companies.

“Private-to-Public Equity (PPE)” and “Mentor-Investor” are trademarks of GigFounders, LLC, an affiliate of GigCapital and GigCapital2, and is used pursuant to agreement with such affiliate.

For more information, visit www.gigcapitalglobal.com

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our or our management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs made by the management of GigCapital2 in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on GigCapital2 as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting GigCapital2 will be those that we have anticipated. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of GigCapital2’s filings with the U.S. Securities and Exchange Commission (the “SEC”), and in GigCapital2’s current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to GigCapital2 as of the date hereof, based on information available to GigCapital2 as of the date hereof, and GigCapital2 assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contacts

For GigCapital Investor / Media Relations:

Darrow Associates

Jim Fanucchi, (408) 404-5400

Jordan Darrow, (512) 551-9296

ir@GigCapital2.com