PALO ALTO, Calif., October 26, 2022–(BUSINESS WIRE)–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 PSPC, 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”), funded the trust account maintained with Continental Stock Transfer & Trust Company (the “Trust Account”) with an additional payment of US$160,000. In consideration for the deposit, the Company issued to our limited partner an amended and restated non-interest bearing unsecured promissory note for the principal amount of all such deposit, together with a similar deposit made on September 26, 2022, which will be repaid in connection with the closing of the business combination previously announced by GigCapital5. Following the trust account deposits, the time period available to GigCapital5 to complete a business combination has been extended by one month to November 28, 2022 (and may be extended thereafter on a monthly basis until to March 28, 2023 upon payment of a monthly fee equal to $160,000).
Additionally, on October 26, 2022, the Company extended a working capital promissory note to GigAcquisitions5, LLC for $65,000. The promissory note bears no interest.
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, asset purchase reorganization shares or a similar business combination with one or more companies. or entities. While GigCapital5’s efforts to identify a target company can span many sectors, GigCapital5’s research focuses on prospects in the technology, media and telecommunications, aerospace and defense, equipment advanced medical, 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, stock exchange, asset acquisition, purchase shares, recapitalization, reorganization or similar business combination with one or more companies.
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. GigCapital5’s expectations, estimates and projections may differ from actual results and, accordingly, you should not rely on these forward-looking statements as predictions of future events. All statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statement that refers to the characterization of future events or circumstances, including any underlying assumptions, is a forward-looking statement. Words such as “expect”, “estimate”, “project”, “budget”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will” , “could”, “should”, “believes”, “predicts”, “potential”, “continues” and other similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, future extensions , expectations regarding the closing of the proposed business combination, the repayment of the promissory note upon the closing of the proposed business combination and the timing of the completion of the proposed business combination.. There can be no assurance that developments future effects affecting GigCapital5 will be those that we have anticipated. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Many of these factors are beyond the control of GigCapital5 and the party with lacquer he proposed to complete a business combination, QT Imaging, Inc. (“QT”), and are difficult to predict. Factors that could cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could cause the negotiations and any subsequent definitive agreement regarding the business combination to terminate, proposed businesses, and the possibility that the terms and conditions set forth in any definitive agreement relating to the proposed business combination may differ materially from the terms and conditions set forth in the Term List, (2) the outcome of any legal proceedings that may be brought against the parties after the announcement of the proposed business combination and any definitive agreement relating thereto; (3) the inability to complete the proposed business combination, including due to the inability to obtain GigCapital5 and QT shareholder approval or other closing conditions, including the inability of shareholders for GigCapital5 to approve the extension of the deadline for GigCapital5 to complete its first business combination at the next annual meeting of shareholders of GigCapital5 which GigCapital5 intends to hold; (4) the impact of the COVID-19 pandemic on (x) the ability of the parties to negotiate and complete the proposed business combination and (y) the businesses of QT and the surviving company; (5) 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 common stock of the surviving company 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 will disrupt ongoing plans and operations following the announcement and completion of the proposed business combination; (8) the ability to recognize the expected 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 to retain its employees keys; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) demand for QT’s and Survivor’s services and the possibility that QT or Survivor’s services 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, QT’s ability to increase sales of its release 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 Report 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 above list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should one of our assumptions prove incorrect, actual results may differ materially from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date made. All forward-looking statements contained in this press release are based on information available to GigCapital5 as of the date hereof, and GigCapital5 undertakes 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 reached 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 stockholders. GigCapital5 urges investors and other interested persons to read, when available, the GigCapital5 proxy statement/prospectus, as well as the other documents filed with the SEC, as these documents will contain important information about the proposed business combination. . Such persons may 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 securities held by its officers and directors and their respective interests in as security holders. in carrying out the transactions described herein. GigCapital5’s proxy statement/prospectus, when available, and GigCapital5’s annual report can be obtained, free of charge, from the SEC’s website (http://www.sec.gov).
Participants in the solicitation
GigCapital5, QT and their respective directors, officers and other officers and employees, under SEC rules, may be considered participants in the solicitation of proxies from shareholders of GigCapital5 in connection with the proposed business combination . Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of GigCapital5 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which has been filed with from the SEC on March 31. 2022. Information regarding persons who may, under SEC rules, be considered participants in the solicitation of proxies to shareholders of GigCapital5 in connection with the proposed business combination will be set forth in the proxy statement. /prospectus for the proposed business combination when available. Information regarding the interests of GigCapital5 and QT shareholders and participants in the solicitation, which may, in some cases, differ from those of GigCapital5 and QT shareholders 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 does not constitute a solicitation of proxy, consent or authorization with respect to any securities or with respect to the proposed business combination or extension of time for GigCapital5 to complete its initial business combination. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of any securities in any jurisdiction in which the offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.
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Managing Director, ICR
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