UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on September 26, 2022, GigCapital5, Inc., a Delaware corporation (the “Company”), issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $160,000.00 to GigAcquisitions5, LLC, a Delaware limited liability company (the “Sponsor”), and then on October 26, 2022, the Company issued an amended and restated Extension Note (the “Restated Extension Note”) to reflect an additional principal amount of $160,000 (for a collective principal amount of $320,000.00). The Sponsor deposited such funds into the Company’s trust account (the “Trust Account”). The Restated Extension Note was issued in connection with the approval of the amendments to the Company’s Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement, each amended to provide the Company with an extension (the “Extension”) of 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), and constitutes an aggregate of the first and second monthly contributions as previously disclosed in the Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2022.
As previously disclosed, on September 26, 2022, the Company issued an unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $65,000 to the Sponsor, and then on October 26, 2022, the Company issued an amended and restated Working Capital Note (the “Restated Working Capital Note”) to reflect an additional principal amount of $65,000 (for a collective principal amount of $130,000.00). The Restated Working Capital Note was issued to provide the Company with additional working capital during the Extension and will not be deposited into the Trust Account. The Company issued the Restated Working Capital Note in consideration for an additional loan from the Sponsor to fund the Company’s working capital requirements. The Restated Working Capital Note is convertible at the Sponsor’s election upon the consummation of our initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The Restated Extension Note and Restated Working Capital Note bear no interest and are repayable in full upon the consummation of a business combination by the Company, except that the Working Capital Note may be converted, at the sole election of our Sponsor, into units of the Company at the consummation of the Company’s initial business combination.
A copy of each of the Restated Extension Note and Restated Working Capital Note is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to each such Note.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 13,000 private placement units of the Company would be issued if the entire principal balance of the Restated Working Capital Note is converted. Each private placement unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. The warrants constituting a part of the private placement units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution, and was not issued through any general solicitation or advertisement.
| Item 8.01 | Other Events. |
On October 26, 2022, the Company issued a press release to announce the extension of the period of time the Company has to consummate its proposed transaction until November 28, 2022. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
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| 10.1 | First Amended and Restated Promissory Note for Extension Payment | |
| 10.2 | First Amended and Restated Promissory Note for Working Capital | |
| 99.1 | Press Release dated October 26, 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: October 26, 2022 | GIGCAPITAL5, INC. | |||||
| By: | /s/ Dr. Raluca Dinu | |||||
| Name: | Dr. Raluca Dinu | |||||
| Title: | Chief Executive Officer, President, Secretary, and Director | |||||