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, November 28,
2022, and December 27, 2022 (the "Extension Note"), for a collective principal
amount of $640,000.00. On January 25, 2023, the Company further amended and
restated the Extension Note (the "Fourth 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 Fourth Restated Extension Note of
$800,000. The Sponsor deposited the additional principal amount of $160,000 into
the Company's trust account (the "Trust Account") with Continental Stock
Transfer & Trust Company. The Fourth 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,
which extended the business combination period until February 28, 2023. The
Fourth Restated Extension Note constitutes an aggregate of the first, second,
third, fourth and fifth 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, November 28, 2022, and December 27, 2022 (the
"Working Capital Note"), for a collective principal amount of $260,000.00. On
January 25, 2023, the Company further amended and restated the Working Capital
Note (the "Fourth 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
$325,000. The Fourth 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 Fourth Restated Working
Capital Note in consideration for an additional loan from the Sponsor to fund
the Company's working capital requirements. The Fourth 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 Fourth Restated Extension Note and Fourth 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 Fourth 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 Fourth Restated Extension Note and Fourth 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 32,500 private
placement units of the Company would be issued if the entire principal balance
of the Fourth 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.
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Item 8.01 Other Events.
On January 26, 2023, the Company issued a press release to announce the
extension of the period of time the Company has to consummate its proposed
transaction until February 28, 2023. 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.
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.
On December 8, 2022, GigCapital5 entered into a Business Combination Agreement
(the "Business Combination Agreement") with QTI Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of GigCapital5 ("Merger Sub"), and QT
Imaging, Inc., a Delaware corporation ("QT Imaging") (the transactions
contemplated by the Business Combination Agreement, the "Business Combination").
Pursuant to the terms of the Business Combination Agreement, Merger Sub will
merge with and into QT Imaging (the "Merger"), with QT Imaging as the surviving
company in the Merger (the "Surviving Corporation"), and after giving effect to
the Merger, the Surviving Corporation will be a wholly owned subsidiary of
GigCapital5, which will be renamed as QT Imaging Holdings, Inc. ("QTI
Holdings").
Forward-Looking Statements
This Current Report 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 the businesses of
GigCapital5 and QT Imaging 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, expectations of the management of QT Imaging with
respect to the business and prospects of QT Imaging and the QTscan® and other
products of QT Imaging, the benefits of the proposed Business Combination, the
plans, expectations and intentions of QT Imaging and GigCapital5, the
satisfaction of the closing conditions to the proposed Business Combination, the
timing of the completion of the proposed Business Combination and the future
performance of QT Imaging, including the anticipated impact of the proposed
Business Combination on this performance. 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 QT Imaging and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the ability of GigCapital5, QT Imaging and QTI Holdings to issue equity
or equity-linked securities in connection with the proposed Business Combination
or in the future, (2) the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the proposed
Business Combination and the Business Combination Agreement; (3) the inability
to complete the proposed Business Combination, including the risk that any
regulatory approvals or the SEC's declaration of the effectiveness of the Proxy
Statement are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect QTI Holdings or the expected benefits of
the proposed Business Combination or due to failure to obtain approval of the
stockholders of GigCapital5 and QT Imaging or other conditions to closing;
(4) the amount of redemption requests made by GigCapital5's stockholders;
(5) the impact of the COVID-19 pandemic on (x) the parties' ability to
consummate the proposed Business Combination and (y) the business of QT Imaging
and QTI Holdings; (6) the
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receipt of an unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed Business Combination; (7) the
inability to obtain or maintain the listing of QTI Holdings' common stock on the
New York Stock Exchange or any other Exchange following the proposed Business
Combination; (8) 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; (9) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among
other things, competition, the ability of QTI Holdings to grow and manage growth
profitably and retain its key employees; (10) costs related to the proposed
Business Combination; (11) changes in applicable laws or regulations; (12) the
demand for QT Imaging's and QTI Holdings' services together with the possibility
that QT Imaging or QTI Holdings may be adversely affected by other economic,
business, and/or competitive factors; (13) risks and uncertainties related to QT
Imaging's business, including, but not limited to, the ability of QT Imaging to
increase sales of its output products in accordance with its plan; (14) risks
related to the rollout of QT Imaging's business and the timing of expected
business milestones; (15) the effects of competition on QT Imaging's business;
(16) changes in domestic and foreign business, market, financial, political, and
legal conditions; and (17) other risks and uncertainties included in (x) the
"Risk Factors" sections of the most recent Annual Report on Form 10-K and
Quarterly Reports 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. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made. GigCapital5
and QT Imaging do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements to
reflect any change in their expectations or any change in events, conditions, or
circumstances on which any such statement is based.
Additional Information and Where to Find It
In connection with the proposed Business Combinations, GigCapital5 intends to
file with the SEC the Registration Statement, which will include a preliminary
Proxy Statement to be distributed to holders of GigCapital5 Common Stock in
connection with GigCapital5's solicitation of proxies for the vote by
GigCapital5's stockholders with respect to the Business Combination and the
other matters as described in the Registration Statement and a prospectus
relating to the offer of the securities to be issued to the stockholders of QT
Imaging in connection with the Business Combination. After the Registration
Statement has been filed and declared effective, GigCapital will mail a
definitive Proxy Statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the Proxy
Statement, any amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because they will
contain important information about GigCapital5, QT Imaging and the proposed
Business Combination. Such persons can also read GigCapital5's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K for
more information on the security holdings of its officers and directors and
their respective interests as security holders in the consummation of the
Transactions described in this Current Report. The Proxy Statement and
Registration Statement, once available, and GigCapital5's other reports can be
obtained, without charge, at the SEC's web site (www.sec.gov) and on
GigCapital5's website at www.gigcapital5.com.
Participants in the Solicitation
GigCapital5, QT Imaging, 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 for the proposed Business Combination when
available. Information concerning the interests of GigCapital5's and QT
Imaging's equity holders and participants in the solicitation, which may, in
some cases, be different than those of GigCapital5's and QT Imaging's equity
holders generally, will be set forth in the Proxy Statement relating to the
proposed Business Combination when it becomes available. GigCapital5
stockholders, potential investors and other interested persons should read the
Proxy Statement carefully when it becomes available before making any voting or
investment decisions.
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No Offer or Solicitation
This Current Report will not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Current Report will also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor will there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities will be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act or an exemption therefrom.
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Item 9.01 Financial Statements and Exhibits
Exhibit
Number
10.1 Fourth Amended and Restated Promissory Note for Extension Payment
10.2 Fourth Amended and Restated Promissory Note for Working Capital
99.1 Press Release dated January 26, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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