GigCapital5, Inc. (“Company” or “GigCapital5”) (NASDAQ: GIA)
today announced that it amended and restated the existing working
capital promissory note issued to GigAcquisitions5, LLC (“Sponsor”)
to include the additional loan amount of $381,360, so the aggregate
principal amount under such working capital promissory note was
increased to the total of $1,446,360. The promissory note is
non-interest bearing and may be converted at the Sponsor’s election
upon the consummation of the initial business combination into
units identical to the private placement units issued in connection
with the Company’s initial public offering at a price of $10.00 per
unit.
About GigCapital5
GigCapital5 is a blank check company 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.
On December 8, 2022, GigCapital5 entered into a Business
Combination Agreement (as amended, “BCA”) with QTI Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of
GigCapital5 (“Merger Sub”), and QT Imaging, Inc. (“QT Imaging” and
transactions contemplated by the Business Combination Agreement,
the “Business Combination”). Pursuant to the terms of the BCA,
Merger Sub will merge with and into QT Imaging (the “Merger”), with
QT Imaging as the surviving company in the Merger, which after
giving effect to the Merger will be a wholly owned subsidiary of
GigCapital5 and will be renamed as QT Imaging Holdings, Inc. (“QTI
Holdings”).
Additional Information and Where to Find It
In connection with the proposed Business Combination,
GigCapital5 filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 (together with all
amendment to such registration statement, the “Registration
Statement”), which includes a preliminary proxy
statement/prospectus (the “BCA 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, GigCapital5 will mail a definitive BCA Proxy
Statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the
BCA 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 for
more information on the security holdings of its officers and
directors and their respective interests as security holders in the
consummation of the Business Combination. The BCA Proxy Statement,
Registration Statement 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 approval of 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, 2022, which was filed with the SEC on June 15,
2023. 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 approval of the
proposed Business Combination is set forth in the BCA Proxy
Statement for the proposed Business Combination. GigCapital5
stockholders, potential investors and other interested persons
should read the BCA Proxy Statement carefully before making any
voting or investment decisions.
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. 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, the
completion of the financing with Yorkville or the ability to raise
any other financing in connection with the Business Combination,
and the GigCapital5 ability to maintain its listing on any stock
exchange. 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 BCA; (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 BCA 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 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 GigCapital5 on the Nasdaq Stock Exchange
or any other stock exchange or the listing of QTI Holdings’ common
stock on the Nasdaq Stock Exchange or any other stock 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; (17) the inability to close on the Yorkville SEPA or
obtain any other financing to support the closing of the Business
Combination and cover operating needs of QTI Holdings, and (18)
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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231030675475/en/
GigCapital5, Inc. Contact: Brian Ruby, ICR,
Brian.Ruby@icrinc.com
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