GigCapital5, Inc. (“GigCapital5” or the “Company”) (NYSE: GIA.U;
GIA; GIA.WS), a blank check company, also commonly referred to as a
special purpose acquisition company, or SPAC, formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase reorganization or similar business
combination with one or more businesses or entities, announced that
GigAcquisitions5, LLC (the “Sponsor”), has funded the trust account
maintained with Continental Stock Transfer & Trust Company (the
“Trust Account”) with an additional $160,000 payment. In
consideration for the deposit, the Company has issued to our
Sponsor an amended and restated unsecured interest free promissory
note for the principal amount of the aggregate of such deposit,
together with a similar deposit made on September 26, 2022, which
will be repaid in connection with the closing of GigCapital5’s
previously announced business combination. As a result of the
deposits into the Trust Account, the period of time that
GigCapital5 has to consummate a business combination has been
extended by a month to November 28, 2022 (and may be extended
thereafter on a monthly basis until March 28, 2023 upon payment of
a monthly fee equal to $160,000).
In addition, on October 26, 2022, the Company extended a working
capital promissory note to GigAcquisitions5, LLC for $65,000. The
promissory note is non-interest bearing.
About GigCapital5 GigCapital5 is a blank check company,
also commonly referred to as a special purpose acquisition company,
or SPAC, formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase reorganization or
similar business combination with one or more businesses or
entities. While GigCapital5’s efforts to identify a target business
may span many industries, the focus of GigCapital5’s search is for
prospects within the technology, media and telecommunications,
aerospace and defense, advanced medical equipment, intelligent
automation and sustainable industries. GigCapital5 was sponsored by
GigAcquisitions5, LLC, which was founded by GigFounders, LLC, each
a member entity of GigCapital Global, and formed for the purpose of
entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or similar business
combination with one or more businesses.
Forward-Looking Statements This press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. The expectations, estimates, and projections of
GigCapital5 may differ from their actual results and consequently,
you should not rely on these forward-looking statements as
predictions of future events. Any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, future extensions, expectations with respect to closing
of the proposed business combination, the repayment of the
promissory note upon such closing of the proposed business
combination, and the timing of the completion of the proposed
business combination. There can be no assurance that future
developments affecting GigCapital5 will be those that we have
anticipated. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors
are outside of the control of GigCapital5 and the party with which
it has proposed to consummate a business combination, QT Imaging,
Inc. (“QT”), and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the negotiations and any subsequent
definitive agreements with respect to the proposed business
combination, and the possibility that the terms and conditions set
forth in any definitive agreements with respect to the proposed
business combination may differ materially from the terms and
conditions set forth in the term sheet, (2) the outcome of any
legal proceedings that may be instituted against the parties
following the announcement of the proposed business combination and
any definitive agreements with respect thereto; (3) the inability
to complete the proposed business combination, including due to
failure to obtain approval of the stockholders of GigCapital5 and
QT or other conditions to closing, including the failure of the
stockholders of GigCapital5 to approve the extension of time for
GigCapital5 to consummate its initial business combination at the
upcoming annual meeting of stockholders of GigCapital5 that
GigCapital5 intends to hold; (4) the impact of the COVID-19
pandemic on (x) the parties’ ability to negotiate and consummate
the proposed business combination and (y) the business of QT and
the surviving company; (5) the receipt of an unsolicited offer from
another party for an alternative business transaction that could
interfere with the proposed business combination; (6) the inability
to obtain or maintain the listing of the surviving company’s common
stock on The New York Stock Exchange or any other national stock
exchange following the proposed business combination; (7) the risk
that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed business combination; (8) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the surviving company to grow and manage growth profitably and
retain its key employees; (9) costs related to the proposed
business combination; (10) changes in applicable laws or
regulations; (11) the demand for QT’s and the surviving company’s
services together with the possibility that QT or the surviving
company may be adversely affected by other economic, business,
and/or competitive factors; (12) risks and uncertainties related to
QT’s business, including, but not limited to, the ability of QT to
increase sales of its output products in accordance with its plan;
and (13) other risks and uncertainties included in (x) the “Risk
Factors” sections of the most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q filed with the SEC by GigCapital5 and
(y) other documents filed or to be filed with the SEC by
GigCapital5. The foregoing list of factors is not exclusive. Should
one or more of these risks or uncertainties materialize, or should
any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
All forward-looking statements in this press release are based on
information available to GigCapital5 as of the date hereof, and
GigCapital5 assumes no obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws.
Additional Information and Where to Find It If a
definitive agreement is entered into in connection with the
proposed business combination, GigCapital5 will prepare a proxy
statement/prospectus (the “GigCapital5 proxy statement/prospectus”)
to be filed with the SEC and mailed to GigCapital5’s stockholders.
GigCapital5 urges investors and other interested persons to read,
when available, the GigCapital5 proxy statement/prospectus, as well
as other documents filed with the SEC, because these documents will
contain important information about the proposed business
combination. Such persons can also read GigCapital5’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 (the
“GigCapital5 Annual Report”), for a description of the security
holdings of its officers and directors and their respective
interests as security holders in the consummation of the
transactions described herein. The GigCapital5 proxy
statement/prospectus, once available, and GigCapital5’s Annual
Report can be obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
Participants in the Solicitation GigCapital5, QT and
their respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of GigCapital5
stockholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of GigCapital5’s
directors and officers in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, which was filed with the SEC
on March 31, 2022. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to
GigCapital5’s stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus for
the proposed business combination when available. Information
concerning the interests of GigCapital5’s and QT’s equity holders
and participants in the solicitation, which may, in some cases, be
different than those of GigCapital5’s and QT’s equity holders
generally, will be set forth in the proxy statement/prospectus
relating to the proposed business combination when it becomes
available.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or the extension of
time for GigCapital5 to consummate its initial business
combination. This press release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20221026006050/en/
GigCapital5, Inc.:
Brian Ruby Managing Director, ICR Brian.Ruby@icrinc.com
GigCapital 5 (NYSE:GIA.WS)
過去 株価チャート
から 8 2024 まで 9 2024
GigCapital 5 (NYSE:GIA.WS)
過去 株価チャート
から 9 2023 まで 9 2024