UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As disclosed in a Current Report on Form 8-K that GigCapital 5, Inc., a Delaware corporation (the “Company”), filed on September 29, 2021 with the U.S. Securities and Exchange Commission (the “SEC”), the Company previously entered into an Investment Management Trust Agreement (the “IMTA”), dated September 23, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, On September 23, 2022, the Company’s stockholders approved an amendment (the “IMTA Amendment”) to the IMTA that extends the date by which the Company must consummate a business combination transaction from September 28, 2022 (the date which is 12 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to March 28, 2023 by depositing into the trust account (the “Trust Account”), as described in the Definitive Proxy Statement on Form DEF 14A as filed by the Company with the SEC on September 12, 2022 (the “Definitive Proxy Statement”) for each one-month extension $160,000. Following such approval by the Company’s stockholders, the Company and CST entered into the IMTA Amendment on September 23, 2022.
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is filed herewith as Exhibit 10.1 to this report and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On September 23, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from September 28, 2022 on a monthly basis up to March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) by depositing $160,000 into the Trust Account for each one month extension. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of September 23, 2022.
The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Special Meeting, of the 29,545,000 shares of common stock outstanding and entitled to vote, 25,077,481 shares were represented, constituting a quorum. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from September 28, 2022 on a monthly basis up to March 28, 2023 (i.e., for a period of time ending 18 months from the consummation of its initial public offering), must deposit into the Trust Account for each one-month extension funds equal to $160,000, by the votes set forth in the table below:
| For |
Against |
Abstained | ||
| 23,167,778 |
1,909,703 | 0 |
Proposal 2: The stockholders approved an amendment to the Company’s Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction six (6) times for an additional one (1) month each time from September 28, 2022 to March 28, 2023 (i.e., for a period of time ending 18 months from the consummation of its initial public offering) by depositing into the Trust Account for each one-month extension, the sum of $160,000, by the votes set forth in the table below:
| For |
Against |
Abstained | ||
| 23,167,778 |
1,909,703 | 0 |
No other items were presented for stockholder approval at the Special Meeting.
| Item 7.01 | Regulation FD Disclosure. |
The information set forth below under this Item 7.01 is intended to be 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, nor shall it 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 filing.
In connection with Proposal 1 to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from September 28, 2022 on a monthly basis up to March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units), stockholders elected to redeem 18,985,950 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which represents approximately 82.55% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $40,541,905 will remain in the trust account and 4,014,050 shares of Common Stock will remain issued and outstanding.
On September 23, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
||
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment to the Investment Management Trust Agreement | |
| 99.1 | Press Release, dated September 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 23, 2022
| GIGCAPITAL5, INC. | ||
| By: | /s/ Dr. Raluca Dinu | |
| Name: | Dr. Raluca Dinu | |
| Title: | Chief Executive Officer, President, Secretary, and Director | |