References in this report (the "Quarterly Report") to "we," "us," "our" or the
"Company" refer to GigInternational1, Inc. References to our "management" or our
"management team" refer to our officers and directors. References to the
"Sponsor" or "Founder" refer to GigInternational1 Sponsor, LLC. References to
the "Insiders" refer to Mr. Weightman, our Chief Financial Officer, and Interest
Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR,
LLC, an investor relations firm providing services to the Company. References to
"Initial Stockholders" refer to the Founder together with the Insiders.
References to "Founder Shares" refer to the initial shares of common stock
purchased by the Founder. References to "Insider Shares" refer to shares of
common stock granted to the Insiders. References to "Private Placement Units"
refer to the units sold to the Founder and the Underwriters in a private
placement. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
condensed financial statements and the notes thereto contained elsewhere in this
Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and
uncertainties

Special Note Regarding Forward-Looking Statements



This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act that are not historical facts, and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this Quarterly Report including, without limitation,
statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek," "may," "might," "plan," "possible," "potential,"
"should, "would" and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 31, 2022. The Company's
securities filings can be accessed on the EDGAR section of the SEC's website at
www.sec.gov. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.

Overview

We are a newly organized Private-to-Public Equity (PPE) company, also known as a
blank check company or special purpose acquisition vehicle, incorporated in the
State of Delaware and formed for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, or engaging in any other similar business
combination with one or more businesses or entities. We intend to effectuate our
initial business combination using cash from the proceeds from the sale of
Public Units in our initial public offering (the "Offering" or "IPO"), the sale
of the Private Placement Units to our Founder and Underwriters, the sale of
common stock to our Founder, our common equity or any preferred equity that we
may create in accordance with the terms of our charter documents, debt, or a
combination of cash, common or preferred equity and debt. The Public Units sold
in the Offering each consisted of one share of common stock, and one-half (1/2)
of one redeemable warrant to purchase our common stock (no fractional shares
will be issued upon exercise of the warrants). The Private Placement Units were
substantially similar to the Public Units sold in the Offering, but for certain
differences in the warrants included in each of them. For clarity, the warrants
included in the Public Units are referred to herein as the "public warrants",
and the warrants included in the Private Placement Units are referred to herein
as the "private warrants."

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The issuance of additional shares of common stock or the creation of one or more classes of preferred stock during our initial business combination:


     •    may significantly dilute the equity interest of investors in the
          Offering who would not have pre-emption rights in respect of any such
          issue;

• may subordinate the rights of holders of common stock if the rights,

preferences, designations and limitations attaching to the preferred

shares are senior to those afforded our shares of common stock;

• could cause a change in control if a substantial number of shares of

common stock are issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could


          result in the resignation or removal of our present officers and
          directors;

• may have the effect of delaying or preventing a change of control of us

by diluting the share ownership or voting rights of a person seeking to

obtain control of us; and

• may adversely affect prevailing market prices for our shares of common stock.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:


     •    default and foreclosure on our assets if our operating revenues after
          our initial business combination are insufficient to repay our debt
          obligations;

• acceleration of our obligations to repay the indebtedness even if we

make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or


          reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if

the debt is payable on demand;

• our inability to obtain necessary additional financing if any document


          governing such debt contains covenants restricting our ability to obtain
          such financing while the debt security is outstanding;


  • our inability to pay dividends on our shares of common stock;


     •    using a substantial portion of our cash flow to pay principal and
          interest on our debt, which will reduce the funds available for
          dividends on our common stock if declared, expenses, capital
          expenditures, acquisitions and other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes

in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry

and competitive conditions and adverse changes in government regulation;

and

• limitations on our ability to borrow additional amounts for expenses,

capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to

our competitors who have less debt.




We expect to incur significant costs in the pursuit of our acquisition plans. We
cannot assure you that our plans to complete our initial business combination
will be successful.

Results of Operations and Known Trends or Future Events



We have neither engaged in any operations nor generated any revenues to date.
For the period from February 23, 2021 (date of inception) through June 30, 2022,
our only activities have been organizational activities, those necessary to
prepare for the Offering and to search for a target business for the business
combination. We do not expect to generate any operating revenues until after
completion of our initial business combination. We generate non-operating income
in the form of interest income on cash and marketable securities held in the
Trust Account at Oppenheimer & Co., Inc. in New York, New York with Continental
Stock Transfer & Trust Company acting as trustee, which was funded after the
Offering to hold an amount of cash and marketable securities equal to that
raised in the Offering. There has been no significant change in our financial or
trading position and no material adverse change has occurred since the date of
our audited financial statements as of and for the period ended December 31,

                                       20
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2021 as filed with the SEC on March 31, 2022. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.



For the three months ended June 30, 2022, we had a net loss of $306,001, which
consisted of operating expenses of $641,210, a provision for income taxes of
$81,385, that were partially offset by other income from the change in fair
value of the warrant liability of $143,850 and interest income on marketable
securities held in the Trust Account of $272,744.

For the three months ended June 30, 2021, we had a net loss of $382,539, which
consisted of operating expenses of $304,833, a provision for income taxes of
$240, and other expense from the change in fair value of the warrant liability
of $78,270, that were partially offset by the interest income on marketable
securities held in the Trust Account of $804.

For the six months ended June 30, 2022, we had a net loss of $865,757, which
consisted of operating expenses of $1,317,833, a provision for income taxes of
$85,922, that were partially offset by other income from the change in fair
value of the warrant liability of $249,340 and interest income on marketable
securities held in the Trust Account of $288,658.

For the period from February 23, 2021 (date of inception) through June 30, 2021,
we had a net loss of $418,258, which consisted of operating expenses of
$340,552, a provision for income taxes of $240, and other expense from the
change in fair value of the warrant liability of $78,270, that were partially
offset by the interest income on marketable securities held in the Trust Account
of $804.

Liquidity and Capital Resources



During the period from February 23, 2021 (date of inception) to December 31,
2021, the Founder purchased 5,210,000 Founder Shares, after giving effect to the
forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters
partially exercising their over-allotment option on May 28, 2021, for an
aggregate purchase price of $25,000, or $0.0047985 per share. The Company also
issued 5,000 Insider Shares to Mr. Weightman, its Chief Financial Officer,
pursuant to the Insider Shares Grant Agreement dated May 18, 2021, between the
Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject
to forfeiture and cancellation if he resigns or the services are terminated for
cause prior to the completion of the business combination.

On May 28, 2021, the Underwriters partially exercised their over-allotment
option resulting in the forfeiture of 525,000 Founder Shares. On May 18, 2021,
the Company consummated the IPO of 20,000,000 units (the "Public Units"). On May
28, 2021, the Company completed the issuance of 900,000 additional Public Units
as a result of the Underwriters' partial exercise of their over-allotment
option. The Public Units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $209,000,000.

As of June 30, 2022, we held cash and marketable securities in the amount of
$211,245,761 (including $155,761 of interest earned) in the Trust Account. In
addition, there was interest receivable to the Trust Account of $144,339. The
marketable securities consisted of money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940 which invest only in
direct U.S. government obligations. Interest income earned from the funds held
in the Trust Account may be used by us to pay taxes. For the six months ended
June 30, 2022, tax relating to interest earned on the Trust Account totaled
$85,922.

For the six months ended June 30, 2022, cash used in operating activities was
$712,555, consisting of a net loss of $865,757, a decrease in the fair value of
the warrant liability of $249,340 and interest earned on marketable securities
held in the Trust Account of $288,658, plus a decrease in accrued liabilities of
$136,059 and a decrease in receivables from related party of $1,525, that were
partially offset by increases in payable to related parties of $302,206,
accounts payable of $81,885, other current liabilities of $81,523, and decreases
in prepaid expenses of $260,079 and other long-term assets of $103,091.

For the period from February 23, 2021 (date of inception) to June 30, 2021, cash
used in operating activities was $1,597,890, consisting of a net loss of
$418,258, increases in prepaid expenses of $869,505 and other long-term assets
of $506,679, plus interest earned on marketable securities held in the Trust
Account of $804, that were partially offset by increases in the fair value of
the warrant liability of $78,270, stock-based compensation of $94,700, payable
to related parties of $6,882, accounts payable of $10,321, accrued liabilities
of $6,943 and other current liabilities of $240.

                                       21
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There were no cash flows from investing activities during the six months ended
June 30, 2022. For the period from February 23, 2021 (date of inception) to June
30, 2021, cash used in investing activities was $211,090,000, consisting of an
investment of cash in Trust Account of $211,090,000.

There were no cash flows from financing activities during the six months ended
June 30, 2022. During the period from February 23, 2021 (date of inception)
through June 30, 2021, financing activities provided cash of $214,138,945 due to
the proceeds from the sale of common stock to the Founder of $25,000, from the
sale of Public Units, net of underwriting discounts paid, of $205,000,000, from
the sale of Private Placement Units to the Founder of $6,500,000, from the sale
of Private Placement Units to the Underwriters of $3,090,000, and from the
borrowing from a related party of $125,000, that were partially offset by the
payment of offering costs of $476,055 and the repayment of borrowing from a
related party of $125,000.

We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (which
interest shall be net of taxes payable by us). We may withdraw interest to pay
taxes. We estimate our annual franchise tax obligations to be approximately
$200,000. Our annual income tax obligations will depend on the amount of
interest and other income earned on the amounts held in the Trust Account. To
the extent that our capital stock is used in whole or in part as consideration
to affect our initial business combination, the remaining proceeds held in the
Trust Account as well as any other net proceeds not expended will be used as
working capital to finance the operations of the target business or businesses.
Such working capital funds could be used in a variety of ways including
continuing or expanding the target business' operations, for strategic
acquisitions and for marketing, research and development of existing or new
products. Such funds could also be used to repay any operating expenses or
finders' fees which we had incurred prior to the completion of our initial
business combination if the funds available to us outside of the Trust Account
were insufficient to cover such expenses.

As of June 30, 2022, we had cash of $162,880 held outside the Trust Account. We
believe that the proceeds not held in the Trust Account may not be sufficient to
allow us to operate for at least the next 12 months. Since the closing of the
IPO, we have used the funds held outside the Trust Account primarily for
identifying and evaluating prospective acquisition candidates, performing
business due diligence on prospective target businesses, traveling to and from
the offices, plants or similar locations of prospective target businesses,
reviewing corporate documents and material agreements of prospective target
businesses, selecting the target business to acquire and structuring,
negotiating and consummating the business combination. The Company intends to
manage its cash flow through the timing and payment of expenses or, if
necessary, raising additional funds from the Sponsor to ensure the proceeds not
held in the Trust Account will be sufficient to allow it to operate for at least
the next 12 months.

If our estimates of the costs of undertaking in-depth due diligence and
negotiating our initial business combination are less than the actual amount
necessary to do so, we may have insufficient funds available to operate our
business prior to our initial business combination. Moreover, we may need to
obtain additional financing either to consummate our initial business
combination or because we become obligated to redeem a significant number of our
public shares upon consummation of our initial business combination, in which
case we may issue additional securities or incur debt in connection with such
business combination. In order to finance operating and/or transaction costs in
connection with a business combination, our Founder, executive officers,
directors, or their affiliates may, but are not obligated to, loan us funds. In
the event that our initial business combination does not close, we may use a
portion of the working capital held outside the Trust Account to repay such
loaned amounts but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such loans may be convertible into units of the
post-business combination entity at a price of $10.00 per unit at the option of
the lender. The units would be identical to the Private Placement Units.

Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements



As of June 30, 2022, we have not entered into any off-balance sheet financing
arrangements. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as
variable interest entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements. We have not entered into any
off-balance sheet financing arrangements, established any special purpose
entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial assets.

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Contractual Obligations



As of June 30, 2022, we do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than an
agreement to pay our Founder a monthly fee of $30,000 for office space,
administrative services and secretarial support. We began incurring these fees
on May 19, 2021 and will continue to incur these fees monthly until the earlier
of the completion of the business combination or our liquidation.

On May 18, 2021, the Company entered into a Strategic Services Agreement with
Mr. Weightman, its Chief Financial Officer, who holds 5,000 Insider Shares. Mr.
Weightman is initially receiving $5,000 per month for his services and such
amount could increase to up to $10,000 per month dependent upon the scope of
services provided, as may be mutually agreed by the parties. The Company will
pay Mr. Weightman for services rendered since May 18, 2021 and on a monthly
basis thereafter for all services rendered after the consummation of the
Offering.

Critical Accounting Policies



The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
("GAAP") requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:

Emerging Growth Company



Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can
elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when an accounting standard is issued or
revised and it has different application dates for public or private companies,
we, as an emerging growth company, will adopt the new or revised accounting
standard at the time private companies adopt the new or revised standard.

Net Loss Per Common Share



Our condensed statements of operations and comprehensive loss include a
presentation of income per share for common stock subject to possible redemption
in a manner similar to the two-class method of income (loss) per share. Net
income per share, basic and diluted, for common stock subject to possible
redemption is calculated by dividing the proportionate share of income or loss
on marketable securities held by the Trust Account, net of tax, by the
weighted-average number of common stock subject to possible redemption
outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is
calculated by dividing the net loss, adjusted for income or loss on marketable
securities attributable to common stock subject to possible redemption, net of
tax, by the weighted-average number of non-redeemable common stock outstanding
for the period, basic and diluted.

When calculating our diluted net loss per share, we have not considered the
effect of (i) the incremental number of shares of common stock to settle
warrants sold in the Offering and Private Placement, as calculated using the
treasury stock method and (ii) the shares issued to Mr. Weightman subject to
forfeiture representing 5,000 shares of common stock underlying a restricted
stock award for the periods it was outstanding. Since we were in a net loss
position during the period after deducting net income attributable to common
stock subject to redemption, diluted net loss per common share is the same as
basic net loss per common share for the period presented as the inclusion of all
potential common shares outstanding would have been anti-dilutive.

In accordance with the two-class method, our net loss is adjusted for net income
that is attributable to common stock subject to redemption, net of tax, as these
shares only participate in the income of the Trust Account and not our losses.
Accordingly, net loss per common share, basic and diluted, is calculated as
follows:

                                       23
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                                                                                                Period from
                                                                                                 February
                                                                                                 23, 2021
                                                                                                 (Date of
                                                                                                Inception)
                                     Three Months Ended June 30,         Six Months Ended         through
                                        2022               2021           June 30, 2022        June 30, 2021
Common stock subject to possible
redemption
Numerator: Earnings allocable to
common stock subject to
redemption
Interest earned on marketable
securities held in Trust
Account, net of taxes              $       191,359      $       564     $          202,736     $         564
Net income attributable to
common stock subject to possible
redemption                         $       191,359      $       564     $          202,736     $         564
Denominator: Weighted-average
common shares subject to
redemption
Basic and diluted
weighted-average shares
outstanding, common stock
subject to possible redemption          20,900,000        9,347,253             20,900,000         6,645,313
Basic and diluted net income per
share, common stock subject to
possible redemption                $          0.01      $      0.00     $

0.01 $ 0.00



Non-Redeemable common stock
Numerator: Net loss minus net
earnings - Basic and diluted
Net loss                           $      (306,001 )    $  (382,539 )   $         (865,757 )   $    (418,258 )
Less: net income attributable to
common stock subject to
redemption                                (191,359 )           (564 )             (202,736 )            (564 )
Net loss attributable to
non-redeemable common stock        $      (497,360 )    $  (383,103 )   $       (1,068,493 )   $    (418,822 )
Denominator: Weighted-average
non-redeemable common shares
Weighted-average non-redeemable
common shares outstanding, basic
and diluted                              6,179,000        5,504,956              6,179,000         5,315,711
Basic and diluted net loss per
share, non-redeemable common
stock                              $         (0.08 )    $     (0.07 )   $            (0.17 )   $       (0.08 )

Common Stock subject to possible redemption



Common stock subject to mandatory redemption (if any) is classified as a
liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) is classified as
temporary equity. At all other times, common stock is classified as
stockholders' equity. Our common stock features certain redemption rights that
are considered to be outside of our control and subject to occurrence of
uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021,
common stock subject to possible redemption is presented as temporary equity,
outside of the stockholders' deficit section of our condensed balance sheets.

Warrant Liability



The Company accounts for warrants for shares of the Company's common stock that
are not indexed to its own stock as liabilities at fair value on the condensed
balance sheets. The warrants are subject to remeasurement at each balance sheet
date and any change in fair value is recognized as a component of other income
(expense) on the condensed statements of operations and comprehensive loss. The
Company will continue to adjust the liability for

                                       24
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changes in fair value until the earlier of the exercise or expiration of the
common stock warrants. At that time, the portion of the warrant liability
related to the common stock warrants will be reclassified to additional paid-in
capital.

Recent Accounting Pronouncements



In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2020-06, "Debt - Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity" ("ASU 2020-06"), which simplifies
accounting for convertible instruments by removing major separation models
required under current GAAP. ASU 2020-06 removes certain settlement conditions
that are required for equity contracts to qualify for the derivative scope
exception and it also simplifies the diluted earnings per share calculation in
certain areas. ASU 2020-06 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years, with
early adoption permitted. The Company assessed the potential impact of ASU
2020-06 and determined it would not have a material impact on the condensed
financial statements as presented.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

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