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 and amended as of September 23, 2022, with Continental Stock Transfer &
Trust Company ("CST"), as trustee. On March 28, 2023, 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
March 28, 2023 (the date which is 18 months from the closing date of the
Company's initial public offering of units (the "IPO")) on a monthly basis up to
six (6) times until September 28, 2023 by depositing into the trust account (the
"Trust Account") $100,000 for each one-month extension, as described in the
Definitive Proxy Statement on Form DEF 14A as filed by the Company with the
Securities and Exchange Commission (the "SEC") on March 14, 2023 (the
"Definitive Proxy Statement"). Following such approval by the Company's
stockholders, the Company and CST entered into the IMTA Amendment on March 28,
2023.
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 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, 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, November 28, 2022, December 27, 2022, January 25,
2023, and February 27, 2023 (the "Extension Note"), for a collective principal
amount of $960,000.00. On March 28, 2023, the Company further amended and
restated the Extension Note (the "Sixth Restated Extension Note") to reflect an
additional principal amount of $100,000 extended by the Sponsor to the Company
for a collective principal amount under the Sixth Restated Extension Note of
$1,060,000. The Sponsor deposited the additional principal amount of $100,000
into the Trust Account with CST. The Sixth Restated Extension Note was issued in
connection with the extension of the business combination period from March 28,
2023 on a monthly basis up to September 28, 2023 (the date which is 24 months
from the closing date of the Company's initial public offering of units)
("Extension") approved by the stockholders of the Company on March 28, 2023,
which extended the business combination period until April 28, 2023. The Sixth
Restated Extension Note constitutes an aggregate of the first, second, third,
fourth, fifth, sixth and seventh monthly contributions as previously disclosed
in the Company's Definitive Proxy Statement.
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, November 28, 2022, December 27, 2022, January 25,
2023, and February 27, 2023 (the "Working Capital Note"), for a collective
principal amount of $675,000.00. On March 28, 2023, the Company further amended
and restated the Working Capital Note (the "Sixth Restated Working Capital
Note") to reflect an additional principal amount of $130,000 extended by the
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Sponsor to the Company for a collective principal amount under the Sixth
Restated Working Capital Note of $805,000. The Sixth 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 Sixth Restated Working Capital Note in consideration for an
additional loan from the Sponsor to fund the Company's working capital
requirements. The Sixth 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 Sixth Restated Extension Note and Sixth 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 Sixth 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 Sixth Restated Extension Note and Sixth Restated Working
Capital Note is attached as Exhibit 10.2 and 10.3, 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 80,500 private
placement units of the Company would be issued if the entire principal balance
of the Sixth 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 28, 2023, 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 March 28, 2023 (the date which is 18 months from
the closing date of the Company's initial public offering of units) on a monthly
basis up to September 28, 2023. The certificate of amendment was filed with the
Delaware Secretary of State and has an effective date of March 28, 2023.
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 10,559,050 shares of common stock outstanding and
entitled to vote, 9,369,034 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 March 28, 2023 (the date
which is 18 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to September 28, 2023, by the votes set
forth in the table below:
For Against Abstained
9,334,432 34,602 0
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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 from March 28, 2023 (the date
which is 18 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to September 28, 2023, by depositing
into the Trust Account for each one-month extension $100,000, by the votes set
forth in the table below:
For Against Abstained
9,334,432 34,602 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 March 28, 2023 (the date
which is 18 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to six (6) times until September 28,
2023, stockholders elected to redeem 995,049 shares of the Company's common
stock, par value $0.0001 per share ("Common Stock"), which represents
approximately 4.3% of the shares that were part of the units that were sold in
the Company's initial public offering. Following such redemptions and after the
deposit of the additional principal amount of $100,000 referenced above,
approximately $31.8 million will remain in the trust account and 3,091,001
shares of Common Stock remain issued and outstanding.
On March 28, 2023, 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, dated
March 28, 2023
10.2 Sixth Amended and Restated Promissory Note for Extension Payment
10.3 Sixth Amended and Restated Promissory Note for Working Capital
99.1 Press Release, dated March 28, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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