| 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, February 27, 2023, March 28, 2023, April 27, 2023, and May 25, 2023 (the “Extension Note”), for a collective principal amount of $1,260,000.00. On June 26, 2023, the Company further amended and restated the Extension Note (the “Ninth 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 Ninth Restated Extension Note of $1,360,000. The Sponsor deposited the additional principal amount of $100,000 into the Trust Account with Continental Stock Transfer and Trust Company. The Ninth 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, extending the combination period until July 28, 2023. The Ninth Restated Extension Note constitutes an aggregate of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, and tenth 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, February 27, 2023, March 30, 2023, and April 27, 2023 (collectively, the “Working Capital Note”), for a collective principal amount of $870,000.00. On June 26, 2023, the Company further amended and restated the Working Capital Note (the “Eighth Restated Working Capital Note”) to reflect an additional principal amount of $130,000 extended by the Sponsor to the Company for a collective principal amount under the Eighth Restated Working Capital Note of $1,000,000. The Eighth 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 Eighth Restated Working Capital Note in consideration for an additional loan from the Sponsor to fund the Company’s working capital requirements. The Eighth 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 Ninth Restated Extension Note and Eighth 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 Eighth 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 Ninth Restated Extension Note and Eighth 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.