GigCapital5, Inc. (“GigCapital5” or the “Company”) (NYSE: GIA.U;
GIA; GIA.WS), a blank check company, also commonly referred to as a
special purpose acquisition company, or SPAC, formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase reorganization or similar business
combination with one or more businesses or entities, announced that
GigAcquisitions5, LLC (the “Sponsor”), has funded the trust account
maintained with Continental Stock Transfer & Trust Company (the
“Trust Account”) with an additional $160,000 payment. In
consideration for the deposit, the Company has amended and restated
the existing unsecured interest free promissory note to include the
additional loan amount, so the aggregate principal amount under
such promissory note together with similar deposits made on
September 26, 2022 and October 26, 2022 was increased to the total
of $480,000. Such principal amount will be repaid in connection
with the closing of GigCapital5’s initial business combination. As
a result of the deposits into the Trust Account, the period of time
that GigCapital5 has to consummate a business combination has been
extended by a month to December 28, 2022 (and may be extended
thereafter on a monthly basis until March 28, 2023 upon payment of
a monthly fee equal to $160,000).
In addition, on November 28, 2022, the Company amended the
existing working capital promissory note issued to the Sponsor to
include the additional loan amount of $65,000, so the aggregate
principal amount under such working capital promissory note was
increased to the total of $195,000. The promissory note is
non-interest bearing and may be converted at the Sponsor’s election
upon the consummation of the initial business combination into
units identical to the private placement units issued in connection
with the Company’s initial public offering at a price of $10.00 per
unit.
About GigCapital5
GigCapital5 is a blank check company, also commonly referred to
as a special purpose acquisition company, or SPAC, formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase reorganization or similar business
combination with one or more businesses or entities. While
GigCapital5’s efforts to identify a target business may span many
industries, the focus of GigCapital5’s search is for prospects
within the technology, media and telecommunications, aerospace and
defense, advanced medical equipment, intelligent automation and
sustainable industries. GigCapital5 was sponsored by
GigAcquisitions5, LLC, which was founded by GigFounders, LLC, each
a member entity of GigCapital Global, and 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.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates, and projections of GigCapital5 may differ from their
actual results and consequently, you should not rely on these
forward-looking statements as predictions of future events. 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 characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, future extensions,
expectations with respect to closing of the proposed business
combination, the repayment of the promissory note upon such closing
of the proposed business combination, and the timing of the
completion of the proposed business combination. There can be no
assurance that future developments affecting GigCapital5 will be
those that we have anticipated. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most
of these factors are outside of the control of GigCapital5 and the
party with which it has proposed to consummate a business
combination, QT Imaging, Inc. (“QT”), and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
negotiations and any subsequent definitive agreements with respect
to the proposed business combination, and the possibility that the
terms and conditions set forth in any definitive agreements with
respect to the proposed business combination may differ materially
from the terms and conditions set forth in the term sheet, (2) the
outcome of any legal proceedings that may be instituted against the
parties following the announcement of the proposed business
combination and any definitive agreements with respect thereto; (3)
the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
GigCapital5 and QT or other conditions to closing, including the
failure of the stockholders of GigCapital5 to approve the extension
of time for GigCapital5 to consummate its initial business
combination at the upcoming annual meeting of stockholders of
GigCapital5 that GigCapital5 intends to hold; (4) the impact of the
COVID-19 pandemic on (x) the parties’ ability to negotiate and
consummate the proposed business combination and (y) the business
of QT and the surviving company; (5) the receipt of an unsolicited
offer from another party for an alternative business transaction
that could interfere with the proposed business combination; (6)
the inability to obtain or maintain the listing of the surviving
company’s common stock on The New York Stock Exchange or any other
national stock exchange following the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the surviving company to
grow and manage growth profitably and retain its key employees; (9)
costs related to the proposed business combination; (10) changes in
applicable laws or regulations; (11) the demand for QT’s and the
surviving company’s services together with the possibility that QT
or the surviving company may be adversely affected by other
economic, business, and/or competitive factors; (12) risks and
uncertainties related to QT’s business, including, but not limited
to, the ability of QT to increase sales of its output products in
accordance with its plan; and (13) other risks and uncertainties
included in (x) the “Risk Factors” sections of the most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed
with the SEC by GigCapital5 and (y) other documents filed or to be
filed with the SEC by GigCapital5. The foregoing list of factors is
not exclusive. 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. You should not place undue
reliance upon any forward-looking statements, which speak only as
of the date made. All forward-looking statements in this press
release are based on information available to GigCapital5 as of the
date hereof, and GigCapital5 assumes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the
proposed business combination, GigCapital5 will prepare a proxy
statement/prospectus (the “GigCapital5 proxy statement/prospectus”)
to be filed with the SEC and mailed to GigCapital5’s stockholders.
GigCapital5 urges investors and other interested persons to read,
when available, the GigCapital5 proxy statement/prospectus, as well
as other documents filed with the SEC, because these documents will
contain important information about the proposed business
combination. Such persons can also read GigCapital5’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 (the
“GigCapital5 Annual Report”), for a description of the security
holdings of its officers and directors and their respective
interests as security holders in the consummation of the
transactions described herein. The GigCapital5 proxy
statement/prospectus, once available, and GigCapital5’s Annual
Report can be obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
Participants in the Solicitation
GigCapital5, QT and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of GigCapital5 stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of GigCapital5’s directors and officers in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2021,
which was filed with the SEC on March 31, 2022. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to GigCapital5’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus for the
proposed business combination when available. Information
concerning the interests of GigCapital5’s and QT’s equity holders
and participants in the solicitation, which may, in some cases, be
different than those of GigCapital5’s and QT’s equity holders
generally, will be set forth in the proxy statement/prospectus
relating to the proposed business combination when it becomes
available.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or the extension of
time for GigCapital5 to consummate its initial business
combination. This press release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20221128005636/en/
GigCapital5, Inc.: Brian Ruby, ICR,
Brian.Ruby@icrinc.com
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