Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 8, 2024

Date of Report (date of earliest event reported)

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GigaCloud Technology Inc

(Exact name of registrant as specified in its charter)

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Cayman Islands (State or other jurisdiction of incorporation or organization)			001-41454 (Commission File Number)			00-0000000 (I.R.S. Employer Identification Number)
4388 Shirley Ave El Monte, CA 91731
(Address of principal executive offices and zip code)
[phone]
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Class A ordinary shares, par value $0.05 per share			GCT			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			x

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 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2024, GigaCloud Technology Inc (the “Company”) received a notice of resignation from Mr. Kwok Hei David Lau, its Chief Financial Officer, effective August 19, 2024. Mr. Lau will be available in an advisory role through September 19, 2024, to assist in the transition of his duties. Mr. Lau’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting principles, practices and disclosures.

In the interim, the Company’s Vice President of Finance, Ms. Xiaoyang Wei, Erica, will be named Interim Chief Financial Officer and will assume the duties as the principal financial officer and principal accounting officer for the Company, effective August 19, 2024.

Ms. Wei, 32, has served as the Company’s Vice President of Finance since August 2023. Prior to joining the Company, Ms. Wei spent nearly a decade in PwC’s Los Angeles office serving in positions of increasing responsibility, including Senior Manager within the firm’s auditing services practice, from 2013 to 2023. Ms. Wei holds a Bachelor of Science in accounting from the University of Southern California.

There is no family relationship between Ms. Wei and any of the Company’s existing directors and officers. There are no arrangements or understandings between Ms. Wei and any other persons pursuant to which Ms. Wei was appointed the Company’s Interim Chief Financial Officer. There has been no transaction, nor is there any currently proposed transaction, between Ms. Wei and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 8, 2024, the Company issued a press release announcing the resignation of Mr. Lau as Chief Financial Officer of the Company and the appointment of Ms. Wei as Interim Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press Release issued by GigaCloud
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 8th day of August, 2024.

GigaCloud Technology Inc
By:			/s/ Larry Lei Wu
Name:			Larry Lei Wu
Title:			Chairman of the Board of Directors and Chief Executive Officer

Exhibit 99.1

GigaCloud Technology Inc Announces CFO Transition

EL MONTE, Calif., August 8, 2024 — GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B technology solutions for large parcel merchandise, today announced the resignation of David Lau, Chief Financial Officer, to pursue other business interests effective August 19, 2024. Erica Wei, the Company’s Vice President of Finance, will serve as interim Chief Financial Officer starting August 19, 2024.

Lau will stay as an advisor to the Company until September 19, 2024 to assist with the transition of his duties. The appointment of Wei as interim Chief Financial Officer takes effect on the second anniversary of the Company’s initial public offering, and provides continuity of the strong foundation laid by Lau, whose strategic leadership and unwavering commitment to accelerating growth and innovation have been pivotal in positioning GigaCloud for long-term success.

“On behalf of the entire GigaCloud team, I extend our deepest gratitude to David for his extraordinary leadership and invaluable contributions to the Company,” said Larry Wu, Founder, Chairman and Chief Executive Officer of GigaCloud. “With David’s support, we achieved the remarkable milestone of going public in August 2022. His strategic acumen was crucial in the successful acquisitions of Noble House and Wondersign, which have greatly enhanced our market position. These achievements, among many others under David’s leadership, have collectively created value for our shareholders. We wish David all the best in the next chapter of his career.”

“It has been a privilege to serve as CFO of GigaCloud and contribute to its remarkable growth,” said Lau. “Leading the finance team through our IPO was a significant accomplishment. As the Company enters a new phase of expansion, I believe it is the right time for me to pursue new opportunities. I am confident that the Company’s robust foundation, coupled with Erica’s expertise, will propel GigaCloud to even greater heights.”

Wei joined GigaCloud in August 2023 and brings a wealth of financial expertise to the Company. In the past year, Wei has made substantial contributions to GigaCloud as it successfully transitioned to a U.S. domestic issuer and leading the compliance efforts as required under the Sarbanes-Oxley Act of 2002. Previously, Wei spent nearly a decade in PwC’s Los Angeles office advancing through positions of increasing responsibility to Senior Manager within the firm’s auditing services, while serving a diverse portfolio of high-profile clients, including various Fortune 500 companies. Based at the Company’s headquarters in El Monte, California, Wei will strengthen GigaCloud’s engagement with the global investment community as it continues to execute its growth strategy.

About GigaCloud Technology Inc

GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, the “GigaCloud Marketplace,” integrates everything from discovery, payments and logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. GigaCloud offers a comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories, including home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/.

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Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For investor and media inquiries, please contact:

GigaCloud Technology Inc

Investor Relations

Email: [e-mail]

PondelWilkinson, Inc.

Laurie Berman (Investors) – [e-mail]

George Medici (Media) – [e-mail]

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Cover	Aug. 08, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	GigaCloud Technology Inc
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41454
Entity Tax Identification Number	00-0000000
Entity Address, Postal Zip Code	91731
Entity Address, State or Province	CA
Entity Address, City or Town	El Monte
Entity Address, Address Line One	4388 Shirley Ave
Local Phone Number	912-8886
City Area Code	626
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A ordinary shares, par value $0.05 per share
Trading Symbol	GCT
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001857816
NASDAQ - ALL MARKETS
Document Information [Line Items]
Security Exchange Name	NASDAQ

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