the world’s most comprehensive private-to-public equity ......transforming business models...

The world’s most comprehensivePrivate-to-Public Equity (PPE™)business initiative.

CANNABIS$1,175

ENERGY$1,864

FC&R*$3,087

FINANCIALS$2,294

HEALTHCARE$1,228

INDUSTRIALS$1,531

REAL ESTATE$453

TECHNOLOGY$2,238

DIVERSIFIED$426

NO TARGET$4,684

6% 10%16%

12%

7%

8%2%12%TECH$2,238

2%

25%

5%

42%

79%

92%

88%

11%

26%

9%

84%

33%

3% 9%

8%

12%

2019

2018

2017

2016

2015

Completed Announced Seeking Liquidated

Seeking ExcellenceGigCapital is the first Private-to-Public Equity (PPE™) business and technology executive group dedicated to taking late-stage, high quality private TMT companies to the public market. Our “IPO-in-a-box” methodology provides an alternative to the lengthy traditional IPO process, and our Mentor Investors (MI™) foster growth to the unicorn stage and beyond.

Amount Raised from SPACs Seeking Acquisitions

SPAC Status by Year

Because of its effectiveness in bringing companies public, the SPAC process has gained significant interest from the fi-nancial community as evidenced by the recent growth in the number of SPAC offerings. SPACs have grown significantly in the last 10 years to become a strong alternative to liquidity, offering significant advantages such as shorter process duration, favorable cost structure, immediate investment analyst attention and an ability to provide forward-looking financial projections.

Technology SPACs Statistics OverviewStrong SPAC Momentum with Limited Industry Overlap

u 27% of IPOs were SPACs in 2019

u 6 year CAGR of 40.75% up to $13.6B in 2019 for US listed SPACs

u $22.4B raised by SPACs pursuing an acquisition since 2018

u $23.2B in trust accounts across 101 SPACs as of March, 2020

($MM)

| GigCapital Company Overview

LAN/Internet

Client/Server

Cloud

Mobility SocialBusiness

Payments

Base Terminal

1st Platform

2nd Platform

3rd Platform

Transforming Business Models

Digitally Modified BusinessesNew Digital BusinessesDigital Globalization

Transforming Operational Processes

Process DigitizationWorker EnablementPerformance Management

Transforming Customer Experience

Understanding customer journeysPersonalization to drive top-line growthEstablishing omnichannel touch points

The integration of digital technology and cloud-based plat-forms offer companies across all industries new opportuni-ties to drive massive expansion with more flexible, dynamic and scalable operations and new business models not possible before.

The cloud is the great catalyst of the 3rd platform revolu-tionizing traditional businesses based on system-based products into effective and agile on-demand service providers, dynamically adapting to changes, transforming IT agility into business productivity, fueling fast innovation and paving the way to Industry 4.0 where digital and physi-cal technologies like AI, IOT and Robotics will be part of the same seamless and fully integrated solution.

u Paradigm shift every 25 yearsu Impacts on vendors and channelu By 2020: 40% of IT spending from

3rd platform

Digital Transformation is Driving Massive Value Extraction Across All Industries…Enabling Industry 4.0

Digitalization is Changing Business ModelsData has become enterprises’ most valuable asset… Managing this data and deriving intelligent insights is essential to success.

Expanding IT’s Purview to Business Productivity: The Third Platform

GigCapital Company Overview |

PHASE 1Inception

PHASE 2Searching

PHASE 3Engagement

PHASE 4Closing

PHASE 5Growth& Exit

phase 1: Inception | 2 MONTHSThe Inception phase starts with structuring the PPE™ exe-cution team of TMT experts, entrepreneurs, and executive operators, and launching the Sponsorship LLC team com-prised of TMT wealthy individuals, family offices, investment bankers, private equity firms, and hedge funds.

Besides the SEC filings, a key activity is that of creating an IPO book with balanced fundamental equity and fixed income investors. Upon the declaration by the SEC of the S-1 being effective, the Inception phase completes the IPO with the pricing and start of trading on the stock exchange.

phase 2: Searching | 6-12 MONTHSDuring the Search phase, the PPE™ execution team screens thousands of TMT companies around the world and across diversified verticals, meet with the entrepreneurial manage-ment teams and technology-oriented owners of financially viable and ready to become public companies.

Subjects including exit and financing avenues, platform for rollover with public currency, and planning for strategic growth are key parts of the discussions with a potential target company’s leadership and owners.

phase 3: Engagement | 1-3 MONTHSUpon mutual interest and understanding with the potential combination target company, an LOI is nominally executed in 2-4 weeks, followed by 4-6 weeks period to complete due-diligence and execution of definitive and mutually binding Stock Purchase Agreement. GigCapital Global and its ecosystem of partners have demonstrated consistently ex-pedient execution of the Engagement phase across multiple transactions.

phase 4: Closing | 3-6 MONTHSGigCapital Global’s “IPO in a Box” process comprises seasoned TMT investors, underwriters, research analysts, auditors, counsels, IR, PR and HR firms. The key gating factors are that of the completion of a GAAP/PCAOB audit and the filing of an S-4 and becoming effective.

To successfully close the combination transaction, the PPE™ execution team secures the necessary financing, including the back-stopping lenders and TMT equity fundamental investors, as well as ensures the minimum listing conditions, including maintaining the market-cap, providing the required float through forward purchase agreements, and securing the minimum round-lot shareholders.

phase 5: Growth & Exit | 2-5 MONTHSPost-combination, selected members of GigCapital Global participate actively on the newly public company’s BOD and Strategic Advisory Board, providing continuous financing and M&A advisory for growth and consolidation.

GigCapital Mentor-Investor™ TMT PPE

From Launch to Combination GrowthGigCapital Global’s Mentor-Investor™ PPE with Private-to- Public Equity (PPE™) is an expanded process designed for the industries with a technology focus, structured on the Special Purpose Acquisition Company (SPAC) vehicle, as regulated by the SEC. The entire process covers from the inception and the

IPO of a SPAC, through searching for a business combination target, engaging with a perspective target with a Letter-of-In-tent (LOI) and executing a Definitive Agreement (DA), closing the business combination, and mentoring the combined entity to execute as a successful public growth company.


DATABASES: CapitalIQCrunchbaseOwlerPE HubPitchbook

IBsPEs and VCsNetwork ReferralsWebsite Contacts

Revenue,Profitability,

Comp Multiple,Ownership,

etc.

~7:1 LOILOI

DA

Engagement Tracking

Financials,Cap Table,

Audit Status,Exit Expectations,

etc.

Targets & Contacts DB~2500 ̂& ~3300 ̂

Outreach~10:1 Due DiligenceQualification

~2-3:1Mutual Interests

~4:1

GigCapital Group has developed an infrastructure for captur-ing, screening, and identifying high quality candidate targets, and an efficient and supportive process to engage and track the targets of interest. From screening 400+ targets during

Data-Driven Target Identification & Efficient EngagementsGigCapital Standard

1: Investment Criteria• Seek leading growth categories in sectors enabled by

technology with our deep domain expertise

• Identify the best available US private and overseas private or listed companies in those sectors

• Seek entrepreneurial owners / leadership looking to leverage public market for growth, rather than liquidity as an exit

2: Superior Sourcing• Leverage the GigCapital Group pipeline

• Management reference from previous deals like Kaleyra

• Strong international capabilities and global experience

• Focus on partners looking to move to the next level through public combination and roll-up, and not cash out

3: Demonstrated Execution• Speed and certainty of execution is essential to attract

quality partners

• Extensive M&A and public company experience, with excep-tional personal contacts and respect in the community

• Proven operational track record and extensive capital market experience for the public market strategy

4: Post Combination• Mentor-Investor™: identify, mentor and recruit world-class

talent and align incentives

• Participation in the BOD of public company (governance, law firm, auditor, etc.)

• Acquisitions and operational improvements essential to competitive success

• Expand product offerings and geographic footprint

GigCapital1, this infrastructure supports screening of 3000+ targets in Capital2, while building and continually expanding a pipeline of high potential, mutually interested targets for future PPE™ platforms.


A History of SuccessGigCapital1 Becomes Public Company, KaleyraGigCapital1 fund of $145M executed a successful combina-tion with Kaleyra on February 26, 2019. The profitable and rapidly growing CPaaS company, rivaling Twillio, Kaleyra listed on the New York Stock Exchange under the ticker symbol “KLR”, on November 26, 2019. GigCapital team was thrilled to partner with Kaleyra, our first transaction using the PPE™ platform methodology, where GigCapital brought its management’s well-recognized and decades-long

technology public-market operational and entrepreneurial expertise to enable the successful transition of a late-stage growth technology company like Kaleyra to a US public-market traded entity. Moving into the public arena represented a significant milestone for Kaleyra and fueled the next phase of growth within the consolidating Cloud Communications for Enterprises market.

10/2017 11/2017 12/2017 1/2018 12/2018 1/2019 2/2019 11/2019

Nov. 2019 NYSE MKT KLR$190M

Inception of GigAcquisitions;

S-1 works start SEC Confidential Review Complete

Kicking-off the IPO Road-Show

GigCapital1 starts Target Search

Introduction with Kaleyra & matches screening criteria

Executed LOI with Kaleyra

S-1 Filed Confidentially with

the SEC

S-1 Open Filing Dec. 2017NYSE GIG$145M IPO

9 Draft LOIs GIG starts DD of Kaleyra

Executes SPA with Kaleyra

11 months from engagement including 5 months of US GAAP audit

Market Cap:$190mm

019

Gig1 Case StudySuccessful Combination with KaleyraKaleyra’s management team consistently delivered innovative technology, product leadership, global revenue growth and profitability over the last several years, as a private company. As a public company, Kaleyra has a stronger capital struc-ture and greater latitude to excel and achieve its projected accelerated financial growth by organic and strategic means. GigCapital management joined Kaleyra’s Board of Direc-tors and Strategic Advisory Board, as per our team’s Mentor Investor™ charter, and continue to provide audit, governance, and business support, working closely with Kaleyra’s man-agement team to reach unicorn status and beyond.

250+ Employees60+

New Products

Global PresenceEurope, Asia, Middle

East, USA

3,000+Customers

Globally

2 BillionVoice Calls in

2019E

25 BillionMessages in

2019E

Kaleyra Company Highlights

REVENUE($Millions)

PRO FORMA ADJUSTED EBITDA($Millions)

TOTAL CPAAS MARKET (1)

($Billions)SMS BUSINESS

MESSAGING REVENUE (2)

($Billions)

2016PF 2019E

$2.7

2016PF 2019E

$60.0

$90.0

2018 2022

$2.2

$6.2

2018 2022

Double Digit Growth and EBITDA Leverage

58%CAGR

34%CAGR

30%CAGR

11%CAGR

CPaaS Sector Fast Growing and Ripe for Consolidation

$10.7

$54.6

$130.3


Looking to the FutureGigCapital2 and GigCapital3 Seeking Unicorn CandidatesGigCapital2, a $175M fund, seeks exceptional late stage pri-vate enterprises over $500M enterprise value, from the TMT sector, with the potential to grow to a global leader in their market. The rich, existing pipeline from 3 years of GigCapital Global search, more so the actionable large funnel of Gig-Capital2 search, determined the inception of GigCapital3, a $200M, 18 months PPE fund, that offers a route to the public

markets for high-potential private companies. Focused on high-growth, TMT companies embracing today’s Digital Transformation fueled by the emerging cloud, analytics, big data and cognitive technologies, GigCapital3 is looking for companies with sustainable technology that can shape a better society and healthier environment.

SEC Confidential Review Complete

S-1 Filed Confidentially with

the SEC

S-1 Open Filing June 2019NYSE GIX

$172.5M IPO

GigCapital2 starts Target Search

S-1 Filed with the SEC

6/2019 12/2019 2/20204/2019

Our Proven Leadership TeamThe GigCapital team is a very experienced group of entre-preneurs and executives comprised of former CEOs, se-nior-level corporate finance and SEC accounting executives,

technical experts and industry renowned and respected thought-leaders that bring expertise and insights across all aspects of company management.

Dr. Avi KatzFounding Managing Partner and Executive Chairman, GigCapital

Executive Chairman and CEO, GigCapital3Executive Chairman, GigCapital2

Brad WeightmanVP and Chief Financial Officer,

GigCapital, GigCapital2 and GigCapital3

Dr. Raluca Dinu Managing Partner, GigCapital

BOD member, GigCapital3CEO, President & BOD Member,

GigCapital2

Peter WangChief Technical Officer SW, GigCapital

BOD Member, GigCapital3

Neil MiottoManaging Partner, GigCapital

BOD Member, GigCapital3BOD Member, GigCapital2

Andrea Betti-BeruttoChief Technical Officer HW, GigCapital

BOD Member, GigCapital3


Contact UsHEADQUARTERS 1731 Embarcadero Road, Suite 200Palo Alto, CA 94303

P: (650) 276-7040E: [email protected]

www.gigcapitalglobal.com

www.gigcapital2.comwww.gigcapital3.com

©2020 GigCapital, Inc.

Certain statements in this company overview may constitute forward-looking statements for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future. 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 presentation are based on our current expectations and beliefs concerning future develop-ments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, without limitation, statements about: searching for, engaging with and completing initial business combinations; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following initial business combinations; our executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving initial business combinations, as a result of which they would then receive expense reimburse-ments; our pool of prospective target businesses, including their industry and geographic location; and the ability of our executive officers and directors to generate a number of potential investment opportunities. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

the world’s most comprehensive private-to-public equity ......transforming business models...

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