The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2017
GigCapital, Inc., a Delaware corporation
(the Company), is a blank check company newly formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more
businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive business
discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on companies in the
technology industry in North America.
This is an initial public offering of our securities. We are offering 15,000,000 units at an offering price of $10.00
each. Each unit consists of one share of our common stock, par value $0.0001 per share (Common Stock), one right and one-half ( 1⁄2) of
one warrant to purchase shares of our Common Stock for an exercise price of $11.50 per whole share of Common Stock, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-tenth ( 1⁄10) of one share of Common Stock upon the consummation of our initial business combination, as described in more detail in this prospectus. We refer herein to
the units sold in this offering as our public units, and the components thereof as our public shares, public rights and public warrants, respectively. Warrants will only be exercisable for whole
shares. As a result, you must purchase at least two units in order to validly exercise your warrants. Each warrant will become exercisable on the later of 30 days after the completion of our initial business combination, or 12 months from the
closing of this offering and will expire on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in this prospectus. We have also granted Cowen and Company, LLC,
(Cowen), the representative of the underwriters, a 45-day option to purchase up to an additional 2,250,000 units solely to cover over-allotments, if any.
We will provide the purchasers of our public units, or our public stockholders, with the opportunity to redeem all or a portion of their shares of
Common Stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of 2 business
days prior to consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. If we
are unable to complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing date of this offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 18 months from the closing date of this offering but have not completed the initial business combination within such 18 month period), we will redeem 100% of the public shares at a per-share purchase price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall
be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein.
sponsor, GigAcquisitions, LLC, a Delaware limited liability company (Sponsor), Cowen Investments LLC, a Delaware limited liability company (Cowen Investments) and affiliates of Cowen Investments, Irwin
Silverberg (Silverberg) and Jeffrey Bernstein (Bernstein and, collectively with Sponsor, Cowen Investments and Silverberg, our Founders), have committed to purchase an aggregate of 539,500
units (or 550,000 units if the over-allotment is exercised in full), at $10.00 per unit in a private placement that will close simultaneously with this offering. We refer to these units throughout this prospectus as the private
units and the shares of Common Stock included therein as the private shares, the rights included therein as private rights, and the warrants therein the private warrants. Among the private
units, 392,364 units (or 400,000 units if the over-allotment is exercised in full) will be purchased by our Sponsor; 98,091 units (or 100,000 units if the over-allotment is exercised in full) will be purchased by Cowen Investments; 44,140 units (or
45,000 units if the over-allotment is exercised in full) will be purchased by Silverberg; and 4,905 units (or 5,000 units if the over-allotment is exercised in full) will be purchased by Bernstein. All proceeds from the sale of the private units
will be placed in the trust account described below. The private units purchased by Cowen Investments or its designees are deemed underwriters compensation by the Financial Industry Regulatory Authority (FINRA) pursuant to
Rule 5110 of the FINRA Manual.
Additionally, in October 2017, our Founders purchased 4,267,500 shares of Common Stock, or founder shares, from
us for an aggregate purchase price of $25,000, or $0.00585823 per share. Of such shares, our Sponsor purchased 3,454,643 shares for an aggregate purchase price of approximately $20,238; Cowen Investments purchased 569,000 shares for an aggregate
purchase price of approximately $3,333; Silverberg purchased 219,472 shares for an aggregate purchase price of approximately $1,286; and Bernstein purchased 24,385 shares for an aggregate purchase price of approximately $143. In November 2017, we
entered into a written agreement with each of the Founders pursuant to