Form S-1MEF GigCapital2, Inc.

As filed with the U.S. Securities and Exchange Commission on June 5, 2019.

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GigCapital2, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6770		83-3838045
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

(650) 276-7040

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Dr. Avi S. Katz

Executive Chairman, Secretary, President and Chief Executive Officer

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

(650) 276-7040

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Jeffrey C. Selman, Esq. Renée C. Delphin-Rodriguez, Esq. Crowell & Moring LLP 3 Embarcadero Center, 26th Floor San Francisco, CA 94111 Telephone: (415) 365-7442 Facsimile: (415) 986-2827		Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig, LLP Met Life Building 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒    Registration No. 333-231337

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security to be Registered		Amount to be Registered		Proposed Maximum Offering Price per Unit(1)		Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Units, each consisting of one share of Common Stock, par value $0.0001 per share, one warrant to purchase one share of Common Stock and one right to one-twentieth (1/20) of a share of Common Stock(2)(3)(4)		2,300,000		$10.00		$23,000,000		$2,787.60
Shares of Common Stock, par value $0.0001, included as part of the Units(3)		2,300,000		—		—		—  (5)
Rights included as part of the Units(3)		2,300,000		—		—		—  (5)
Warrants included as part of the Units(3)		2,300,000		—		—		—  (5)
Shares of Common Stock underlying rights included as part of Units(3)		115,000		—		—		—  (5)
Total						$23,000,000		$2,787.60(6)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes 300,000 Units, consisting of 300,000 shares of Common Stock, warrants to purchase an aggregate of 300,000 shares of Common Stock included in such Units and 300,000 rights to 15,000 shares of Common Stock included in such Units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)	Represents only the additional number of Units being registered. Does not include the Units that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-231337).

(5)	No fee pursuant to Rule 457(g).

(6)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $149,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-231337), which was declared effective by the Securities and Exchange Commission on June 5, 2019. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional Units of GigCapital2, Inc., a Delaware corporation (the “Registrant”), each consisting of one share of Common Stock, par value $0.0001 per share, one warrant to purchase one share of Common Stock and one right to one-twentieth (1/20) of a share of Common Stock, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to certain adjustments. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-231337) (the “Prior Registration Statement”), initially filed by the Registrant on May 9, 2019 and declared effective by the Securities and Exchange Commission on June 5, 2019. The required opinions of counsel and related consents and independent registered public accounting firm’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-231337) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.		Description
5.1*		Opinion of Crowell & Moring LLP
23.1*		Consent of BPM LLP
23.2*		Consent of Crowell & Moring LLP (included in Exhibit 5.1)
24**		Power of Attorney (included on signature page to Prior Registration Statement (SEC File No.  333-231337)

 

*	Filed herewith

**	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 5^th day of June, 2019.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ Avi S. Katz Dr. Avi S. Katz		President, Chief Executive Officer, Secretary and Executive Chairman of the Board of Directors (Principal executive officer)		June 5, 2019
* Tara McDonough		Vice President and Chief Financial Officer (Principal financial and accounting officer)		June 5, 2019
* Neil Miotto		Director		June 5, 2019
* John Mikulsky		Director		June 5, 2019
* Gil Frostig		Director		June 5, 2019
* Raluca Dinu		Director		June 5, 2019

 

*By:		/s/ Avi S. Katz
		Avi S. Katz
		Attorney-in-fact

Exhibit 5.1

 

 

June 5, 2019

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

Attn: Dr. Avi S. Katz

Re: Registration Statement of GigCapital2, Inc.

Ladies and Gentlemen:

We have acted as counsel to GigCapital2, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company with the United States Securities and Exchange Commission (the “Commission”) of up to 2,000,000 additional units of the Company, or 2,300,000 additional units of the Company if the underwriters’ over-allotment option provided for in the form of underwriting agreement between the Company and the underwriters named therein (the “Underwriting Agreement”) that is filed as Exhibit 1.1 to the Registration Statement (as defined below) is fully exercised (collectively the “Public Units”), with each Public Unit consisting of one share of the common stock, par value $0.0001 per share (the “Common Stock”), of the Company, one warrant to purchase one share of Common Stock (“Public Warrant”), and one right to receive one-twentieth (1/20) of a share of common stock (the “Public Rights”) pursuant to a Registration Statement on Form S-1 (the “462(b) Registration Statement”) initially filed by the Company with the Commission on June 5, 2019. The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-231337) (as amended, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) as declared effective by the Commission on June 5, 2019. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below, including (i) the form of Amended and Restated Certificate of Incorporation of the Company that is filed as Exhibit 3.2 to the Registration Statement; (ii) the Bylaws of the Company that are filed as Exhibit 3.3 to the Registration Statement; (iii) the Registration Statement; (iv) the Underwriting Agreement; (v) the Specimen Unit Certificate that is filed as Exhibit 4.1 to the Registration Statement; (vi) the Specimen Common Stock Certificate that is filed as Exhibit 4.2 to the Registration Statement; (vii) the Specimen Warrant Certificate that is filed as Exhibit 4.3 to the Registration Statement;

(viii) the form of warrant agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) that is filed as Exhibit 4.4 to the Registration Statement, (ix) the form of right agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as right agent (the “Right Agent”) that is filed as Exhibit 4.5 to the Registration Statement, (x) the Specimen Right Certificate that is filed as Exhibit 4.6 to the Registration Statement, and (xi) the 462 (b) Registration Statement, which incorporates (i) through (x) by reference. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company. We have further assumed that each of the documents identified in clauses (i) through (x) above will be entered into, adopted or filed as appropriate.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that when the 462 (b) Registration Statement becomes effective under the Securities Act:

1.    Public Units. The Public Units, when delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.    Common Stock. The shares of Common Stock that are part of the Public Units, when the Public Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

3.    Public Warrants. The Public Warrants that are part of the Public Units, when the Public Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery of such Public Warrants by the Warrant Agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.    Public Rights. The Public Rights that are part of the Public Units, when the Public Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery of such

Rights by the Right Agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.    Public Rights Shares. When the Registration Statement becomes effective under the Securities Act, and when the shares of Common Stock into which the Public Rights are convertible (the “Public Rights Shares”) have been issued and delivered upon the consummation of an initial business combination by the Company in accordance with the terms of the Public Rights and the Rights Agreement, as contemplated by the Registration Statement, the Public Rights Shares will be validly issued, fully paid and non-assessable.

We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution, all applicable judicial and regulatory determinations in connection therewith and, as to the Public Units, the Public Warrants, and the Public Rights constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other Federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Crowell & Moring LLP

CROWELL & MORING LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) dated May 31, 2019, relating to the financial statements of GigCapital2, Inc., which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-231337). We also consent to the reference to us under the heading “Experts” in such Registration Statement (No. 333-231337).

/s/ BPM LLP

San Jose, California

June 5, 2019