Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in a Current Report on Form 8-K that GigInternational1., a Delaware
corporation (the "Company"), filed on May 24, 2021 with the U.S. Securities and
Exchange Commission (the "SEC"), the Company previously entered into an
Investment Management Trust Agreement (the "IMTA"), dated May 18, 2021, with
Continental Stock Transfer & Trust Company ("CST"), as trustee, On August 19,
2022, 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 August 21, 2022 (the date which is 15 months from
the closing date of the Company's initial public offering of units) on a monthly
basis up to February 21, 2023 by depositing into the trust account (the "Trust
Account"), as described in the Definitive Proxy Statement on Form DEF 14A as
filed by the Company with the SEC on August 8, 2022 (the "Definitive Proxy
Statement") for each one-month extension the lesser of: (x) $200,000 or (y)
$0.05 per share multiplied by the number of public shares then outstanding.
Following such approval by the Company's stockholders, the Company and CST
entered into the IMTA Amendment on August 19, 2022.
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.
On August 19, 2022, the Company issued a non-convertible unsecured promissory
note (the "Extension Note") in the principal amount of $200,000 to
GigInternational1 Sponsor, 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 amendments to the Company's Amended and
Restated Certificate of Incorporation and the Investment Management Trust
Agreement, 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 August 21, 2022 (the date which is 15 months from
the closing date of the Company's initial public offering of units) on a monthly
basis up to February 21, 2023, and constitutes the first monthly contribution as
previously disclosed in the Company's Definitive Proxy Statement.
The Extension Note bears no interest and is repayable in full upon the
consummation of a business combination by the Company.
A copy of the Extension Note is attached as Exhibit 10.2 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 the Extension Note.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 19, 2022, 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 August 21, 2022 (the date which is 15 months from
the closing date of the Company's initial public offering of units) on a monthly
basis up to February 21, 2023. The certificate of amendment was filed with the
Delaware Secretary of State and has an effective date of August 19, 2022.
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 27,084,000 shares of common stock outstanding and
entitled to vote, 21,760,430 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 August 21, 2022 (the
date which is 15 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to February 21, 2023, by the votes set
forth in the table below:
For Against Abstained
18,924,537 2,835,893 0
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 August 21, 2022 (the date
which is 15 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to February 21, 2023, by depositing
into the Trust Account for each one-month extension the lesser of: (x) $200,000
or (y) $0.05 per share multiplied by the number of public shares then
outstanding by the votes set forth in the table below:
For Against Abstained
18,924,537 2,835,893 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.
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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 August 21, 2022 (the date
which is 15 months from the closing date of the Company's initial public
offering of units) on a monthly basis up to February 21, 2023, stockholders
elected to redeem 16,676,563 shares of the Company's common stock, par value
$0.0001 per share ("Common Stock"), which represents approximately 79.8% of the
shares that were part of the units that were sold in the Company's initial
public offering. Following such redemptions, approximately $42.7 million will
remain in the Trust Account and 10,407,437 shares of Common Stock will remain
issued and outstanding.
On August 19, 2022, 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
10.2 Promissory Note for Extension Payment
99.1 Press Release, dated August 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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