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
November 28, 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 Embarcadero 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. |
As previously disclosed, on September 26, 2022, GigCapital5, Inc., a Delaware corporation (the “Company”), issued a non-convertible unsecured promissory note to GigAcquisitions5, LLC, a Delaware limited liability company (the “Sponsor”), which was subsequently amended and restated on October 26, 2022 (the “Extension Note”), for a collective principal amount of $320,000. On November 28, 2022, the Company further amended and restated the Extension Note (the “Second Restated Extension Note”) to reflect an additional principal amount of $160,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Extension Note of $480,000. The Sponsor deposited such funds into the Company’s trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company. The Second Restated Extension Note was issued in connection with the extension of the business combination period 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) (“Extension”) approved by the stockholders of the Company in September 2022. The Second Restated Extension Note constitutes an aggregate of the first, second and third 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 convertible promissory note to the Sponsor, which was subsequently amended and restated on October 26, 2022 (the “Working Capital Note”), for a collective principal amount of $130,000.00. On November 28, 2022, the Company further amended and restated the Working Capital Note (the “Second Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Working Capital Note of $195,000. The Second 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 Second Restated Working Capital Note in consideration for an additional loan from the Sponsor to fund the Company’s working capital requirements. The Second Restated Working Capital Note is convertible at the Sponsor’s election upon the consummation of the 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 Second Restated Extension Note and Second 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 Second Restated 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 Second Restated Extension Note and Second 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 19,500 private placement units of the Company would be issued if the entire principal balance of the Second 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 November 28, 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 December 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 | Second Amended and Restated Promissory Note for Extension Payment | |
10.2 | Second Amended and Restated Promissory Note for Working Capital | |
99.1 | Press Release dated November 28, 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: November 28, 2022 | GIGCAPITAL5, INC. | |||||
By: | /s/ Dr. Raluca Dinu | |||||
Name: | Dr. Raluca Dinu | |||||
Title: | Chief Executive Officer, President, Secretary, and Director |