GigCapital, Inc.

The $7.25 is equity consideration only: the filing states that all of the company's debt — approximately $157.4 million of net debt outstanding as of June 30, 2023 — becomes debt of the surviving corporation rather than being repaid out of the price. Completion needs holders of at least a majority of the outstanding shares voting in favour, so an abstention, a failure to vote or an uninstructed street-name holding each count as a vote against. Two directors and their affiliated entities, holding roughly 25% of the outstanding stock at the record date, have signed voting and support agreements.

The $7.25 is equity consideration only: all of the company's debt — approximately $153.5 million of net debt outstanding as of March 31, 2023 — becomes debt of the surviving corporation rather than being repaid out of the price. Completion needs holders of at least a majority of the outstanding shares voting in favour, so an abstention, a failure to vote or an uninstructed street-name holding each count as a vote against. Two directors and their affiliated entities, holding roughly 25% of the outstanding stock at the record date, have signed voting and support agreements with the buyer.

An NYSE Section 802.01C notice means the average closing price has fallen below the exchange's minimum, and GIG-legacy holders face delisting if the split is not approved and effected in time. The split changes no economics; it buys listing compliance. With no trust or redemption right remaining, the loss of an NYSE listing would be a real loss of liquidity rather than an administrative matter.

The registered stock is still the small part of an approximately $215 million purchase price: $195 million is cash and only $20 million is the 1,600,000 shares at $12.50. The cash depends on a financing several times the size of this registration — 8,400,000 PIPE shares at $12.50 and $200 million aggregate principal of 6.125% unsecured convertible notes, both subscribed February 18, 2021 and closing immediately before the merger. Holders of approximately 39.3% of Kaleyra's outstanding shares have signed support agreements, so further consents are still needed.

The stock is the small part of the deal: the total purchase price is approximately $215 million, of which $195 million is cash and only $20 million is the 1,600,000 shares at $12.50. The cash rests on a financing far larger than this registration — 8,400,000 PIPE shares at $12.50 and $200 million aggregate principal of 6.125% unsecured convertible notes, both subscribed February 18, 2021 and closing immediately before the merger. Holders of approximately 39.3% of Kaleyra's outstanding shares have signed support agreements, so further consents are still required.

Redemptions move the shape of the consideration, not just the cash left over. Assuming redemptions of less than 50% of the public shares and no adjustments, Esse Effe and Maya receive $15,000,000 in cash and up to $15,000,000 of notes, and the document states their combined cash-and-notes total is $15,000,000 — either component can fall to zero depending on redemptions. The Closing Stock Issuances range from at least 8,616,819 up to 10,181,819 shares on the same basis, with up to 4,292,272 further Earn-Out Shares tied to 2019 and 2020 revenue and adjusted EBITDA targets.