GigCapital5, Inc. (“GigCapital5” or the “Company”) (NYSE: GIA.U;
GIA; GIA.WS) 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, October 26, 2022,
November 28, 2022, December 27, 2022, and January 25, 2023 was
increased to the total of $960,000. 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 March 28,
2023.
In addition, on February 27, 2023, the Company amended and
restated the existing working capital promissory note issued to the
Sponsor to include the additional loan amount of $350,000, so the
aggregate principal amount under such working capital promissory
note was increased to the total of $675,000. 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.
On December 8, 2022, GigCapital5 entered into a Business
Combination Agreement (the “Business Combination Agreement”) with
QTI Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of GigCapital5 (“Merger Sub”), and QT Imaging, Inc., a
Delaware corporation (“QT Imaging”) (the transactions contemplated
by the Business Combination Agreement, the “Business Combination”).
Pursuant to the terms of the Business Combination Agreement, Merger
Sub will merge with and into QT Imaging (the “Merger”), with QT
Imaging as the surviving company in the Merger (the “Surviving
Corporation”), and after giving effect to the Merger, the Surviving
Corporation will be a wholly owned subsidiary of GigCapital5, which
will be renamed as QT Imaging Holdings, Inc. (“QTI Holdings”).
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 the businesses of GigCapital5 and QT
Imaging 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, expectations of the management of QT Imaging with
respect to the business and prospects of QT Imaging and the QTscan®
and other products of QT Imaging, the benefits of the proposed
Business Combination, the plans, expectations and intentions of QT
Imaging and GigCapital5, the satisfaction of the closing conditions
to the proposed Business Combination, the timing of the completion
of the proposed Business Combination and the future performance of
QT Imaging, including the anticipated impact of the proposed
Business Combination on this performance. 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 QT Imaging and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(1) the ability of GigCapital5, QT Imaging and QTI Holdings to
issue equity or equity-linked securities in connection with the
proposed Business Combination or in the future, (2) the outcome of
any legal proceedings that may be instituted against the parties
following the announcement of the proposed Business Combination and
the Business Combination Agreement; (3) the inability to complete
the proposed Business Combination, including the risk that any
regulatory approvals or the SEC’s declaration of the effectiveness
of the Proxy Statement are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect QTI
Holdings or the expected benefits of the proposed Business
Combination or due to failure to obtain approval of the
stockholders of GigCapital5 and QT Imaging or other conditions to
closing; (4) the amount of redemption requests made by
GigCapital5’s stockholders; (5) the impact of the COVID-19 pandemic
on (x) the parties’ ability to consummate the proposed Business
Combination and (y) the business of QT Imaging and QTI Holdings;
(6) the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the
proposed Business Combination; (7) the inability to obtain or
maintain the listing of QTI Holdings’ common stock on the New York
Stock Exchange or any other Exchange following the proposed
Business Combination; (8) 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; (9) the ability to recognize the anticipated benefits
of the proposed Business Combination, which may be affected by,
among other things, competition, the ability of QTI Holdings to
grow and manage growth profitably and retain its key employees;
(10) costs related to the proposed Business Combination; (11)
changes in applicable laws or regulations; (12) the demand for QT
Imaging’s and QTI Holdings’ services together with the possibility
that QT Imaging or QTI Holdings may be adversely affected by other
economic, business, and/or competitive factors; (13) risks and
uncertainties related to QT Imaging’s business, including, but not
limited to, the ability of QT Imaging to increase sales of its
output products in accordance with its plan; (14) risks related to
the rollout of QT Imaging’s business and the timing of expected
business milestones; (15) the effects of competition on QT
Imaging’s business; (16) changes in domestic and foreign business,
market, financial, political, and legal conditions; and (17) 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. You should not place
undue reliance upon any forward-looking statements, which speak
only as of the date made. GigCapital5 and QT Imaging do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based.
Additional Information and Where to Find It
In connection with the proposed Business Combination, on
February 14, 2023, GigCapital5 filed with the SEC the Registration
Statement, including a preliminary Proxy Statement to be
distributed to holders of GigCapital5 Common Stock in connection
with GigCapital5’s solicitation of proxies for the vote by
GigCapital5’s stockholders with respect to the Business Combination
and the other matters as described in the Registration Statement
and a prospectus relating to the offer of the securities to be
issued to the stockholders of QT Imaging in connection with the
Business Combination. After the Registration Statement has been
filed and declared effective, GigCapital5 will mail a definitive
Proxy Statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the
Proxy Statement, any amendments thereto and any other documents
filed with the SEC carefully and in their entirety when they become
available because they will contain important information about
GigCapital5, QT Imaging and the proposed Business Combination. Such
persons can also read GigCapital5’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K for
more information on the security holdings of its officers and
directors and their respective interests as security holders in the
consummation of the Transactions described in this press release.
The Proxy Statement and Registration Statement and GigCapital5’s
other reports can be obtained, without charge, at the SEC’s web
site (www.sec.gov) and on
GigCapital5’s website at www.gigcapital5.com.
Participants in the Solicitation
GigCapital5, QT Imaging, 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 for the proposed Business
Combination when available. Information concerning the interests of
GigCapital5’s and QT Imaging’s equity holders and participants in
the solicitation, which may, in some cases, be different than those
of GigCapital5’s and QT Imaging’s equity holders generally, will be
set forth in the Proxy Statement relating to the proposed Business
Combination when it becomes available. GigCapital5 stockholders,
potential investors and other interested persons should read the
Proxy Statement carefully when it becomes available before making
any voting or investment decisions.
No Offer or Solicitation
This press release will not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This press release will
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20230227005782/en/
GigCapital5, Inc.: Brian Ruby, ICR, Brian.Ruby@icrinc.com
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