GigaCloud Technology Inc. Files 8-K with Corporate Updates

TL;DR

GigaCloud (GCT) filed an 8-K on June 14th detailing corporate changes and financial updates.

AI Summary

GigaCloud Technology Inc. filed an 8-K on June 18, 2024, reporting events as of June 14, 2024. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company is incorporated in the Cayman Islands and its principal executive offices are located in El Monte, California.

Why It Matters

This 8-K filing signals important corporate governance and financial reporting activities for GigaCloud Technology Inc., which could impact investor understanding of the company's structure and performance.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant negative news or events.

Key Players & Entities

• GigaCloud Technology Inc (company) — Registrant
• 0001857816-24-000160 (filing_id) — Accession Number
• June 14, 2024 (date) — Date of Report
• June 17, 2024 (date) — Date as of Change
• Cayman Islands (jurisdiction) — State of Incorporation
• 4388 Shirley Ave El Monte, CA 91731 (address) — Principal Executive Offices
• 001-41454 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.05 — ed Class A ordinary shares, par value $0.05 per share GCT The Nasdaq Stock Market L

Filing Documents

• gct-20240614.htm (8-K) — 37KB
• gct-form8xkex31x8thmaa3302.htm (EX-3.1) — 257KB
• 0001857816-24-000160.txt ( ) — 503KB
• gct-20240614.xsd (EX-101.SCH) — 2KB
• gct-20240614_def.xml (EX-101.DEF) — 15KB
• gct-20240614_lab.xml (EX-101.LAB) — 27KB
• gct-20240614_pre.xml (EX-101.PRE) — 16KB
• gct-20240614_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 of this Current Report on Form 8-K, at the annual general meeting of shareholders (the "Annual Meeting") of GigaCloud Technology Inc (the "Company" or "GigaCloud") held on June 14, 2024, the Company's shareholders approved amending and restating the Company's Seventh Amended and Restated Memorandum and Articles of Association (the "Current Memorandum and Articles") with the Eighth Amended and Restated Memorandum and Articles of Association (the "Amended Memorandum and Articles"), as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the "Proxy Statement"). As such, the Amended Memorandum and Articles was adopted and became effective on June 14, 2024. Please refer to the full text of the Amended Memorandum and Articles, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 14, 2024, the Company held the Annual Meeting. At the start of the Annual Meeting, there were 15,331,392 shares of the Company's Class A Ordinary Shares, par value $0.05 per share (the "Class A Ordinary Shares") and 8,076,732 shares of the Company's Class B Ordinary Shares, par value $0.05 per share (the "Class B Ordinary Shares") present virtually or by proxy, together representing 84.53% of the combined voting power of all issued and outstanding shares of Class A Ordinary Shares and Class B Ordinary Shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, the holders of the Company's Class A Ordinary Shares were entitled to one vote for each share held as of the close of business on April 23, 2024 (the "Record Date") and the holders of the Company's Class B Ordinary Shares were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Ordinary Shares and Class B Ordinary Shares voted as a single class on all matters. At the Annual Meeting, the Company's shareholders voted on the two proposals below, each of which is described more fully in the Proxy Statement. The two matters were approved. The final voting results for each of these proposals are as follows: Proposal 1: As a special resolution, that the Seventh Amended and Restated Memorandum and Articles of Association of the Company currently in effect, be amended and restated by their deletion in their entirety, and the substitution in their place of the Eighth Amended and Restated Memorandum and Articles of Association. For Against Abstain Broker Non-Votes 88,454,270 59,430 49,984 7,535,028 Accordingly, Proposal 1 was carried as a special resolution. The Eighth Amended and Restated Memorandum and Articles of Association were approved and adopted. Proposal 2: As an ordinary resolution, that

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 3.1 Eighth Amended and Restated Memorandum and Articles of Association of GigaCloud Technology Inc 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 17th day of June 2024. GigaCloud Technology Inc By: /s/ Larry Lei Wu Name: Larry Lei Wu Title: Chairman of the Board of Directors and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR