UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 26, 2022
Date of Report (date of earliest event reported)
GIGCAPITAL5, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-40839 | 86-1728920 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1731 Embarcardero Rd., Suite 200 |
| Palo Alto, CA 94303 |
| (Address of principal executive offices) |
(650) 276-7040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, $0.0001 par value, and one redeemable warrant | GIA.U | New York Stock Exchange | ||
| Common Stock, par value $0.0001 per share | GIA | New York Stock Exchange | ||
| Redeemable warrants, each full warrant exercisable for one share of common stock for an exercise price of $11.50 per share | GIA.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 26, 2022, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $160,000 to GigAcquisitions5, LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor deposited the funds into the Company’s Trust Account in connection with the Extension (as defined below). The Extension Note was issued in connection with the approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation and the amendment to the Investment Management Trust Agreement dated September 23, 2021 to which the Company is a party, 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 the first monthly contribution as previously disclosed in the Company’s Definitive Proxy Statement on Form DEF 14A as filed by the Company with the Securities and Exchange Commission on September 12, 2022.
On September 26, 2022, the Company also issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $65,000 to the Sponsor. The 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 Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The 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 Extension Note and 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 Extension Note and 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 6,500 private placement units of the Company would be issued if the entire principal balance of the 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 September 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 October 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 | ||
| 10.1 | Promissory Note for Extension Payment | |
| 10.2 | Promissory Note for Working Capital | |
| 99.1 | Press Release dated September 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: September 26, 2022 | GIGCAPITAL5, INC. | |||||
| By: | /s/ Dr. Raluca Dinu | |||||
| Name: | Dr. Raluca Dinu | |||||
| Title: | Chief Executive Officer, President, Secretary, and Director | |||||