Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $636,074, consisting of operating expenses of $973,852, partially offset by interest income of $300,140 and other income of $127,200 from the change in fair value of the warrant liability [103]. - For the six months ended June 30, 2022, the company had a net loss of $1,006,009, with operating expenses totaling $1,586,735, offset by interest income of $317,653 and other income of $357,750 from the change in fair value of the warrant liability [104]. - The company incurred a net loss of $636,074 for the three months ended June 30, 2022, compared to a net loss of $1,006,009 for the same period in 2021 [127]. - Basic and diluted net loss per share for non-redeemable common stock was $(0.13) for the three months ended June 30, 2022, compared to $(0.19) for the same period in 2021 [127]. Cash and Securities - As of June 30, 2022, the company held cash and marketable securities amounting to $232,464,793 in the Trust Account, including $164,793 of interest earned [109]. - As of June 30, 2022, the company had cash of $55,158 held outside the Trust Account, which may not be sufficient for operations over the next 12 months [115]. - The company reported interest earned on marketable securities held in the Trust Account of $210,578 for the three months ended June 30, 2022 [127]. IPO and Financing - The company generated gross proceeds of $230,000,000 from the IPO of 23,000,000 Public Units sold at $10.00 per unit [106]. - The company also raised $7,950,000 from the sale of 795,000 Private Placement Units at $10.00 per unit [107]. - The total net proceeds from the IPO and Private Placement amounted to $232,300,000, which were placed in the Trust Account [108]. - The company expects to incur significant costs in pursuing acquisition plans and may need additional financing to complete its initial business combination [100]. Business Operations - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [101]. - The company intends to use funds in the Trust Account for its initial business combination and may withdraw interest to pay taxes [114]. - As of June 30, 2022, the company has no long-term debt or capital lease obligations, only a monthly fee of $30,000 to the Founder for services [119]. Accounting and Compliance - The company has elected not to opt out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards when private companies do [123]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, subject to remeasurement at each balance sheet date [129]. - Common stock subject to possible redemption is classified as temporary equity, presented outside of stockholders' deficit [128]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements [132]. Management and Agreements - The company has a strategic services agreement with its CFO, with an initial fee of $2,500 per month, potentially increasing to $15,000 depending on services provided [120]. - The weighted average number of non-redeemable common shares outstanding was 6,540,000 for the three months ended June 30, 2022 [127].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-1728920 | | --- | --- | | (State or other jurisdiction of | (I.R.S. ...

Business Strategy and Goals - The company aims to achieve an enterprise value of at least $250 million, preferably over $0.5 billion, focusing on sectors such as technology, media, telecommunications, aerospace, defense, advanced medical equipment, intelligent automation, and sustainability[15]. - The company intends to leverage its management team's extensive experience and relationships to optimize growth initiatives for target businesses[19]. - The company seeks to partner with mid-sized businesses that have established market positions and strong management teams[24]. - The management team has a proven track record in mergers and acquisitions, aiming to create value through strategic partnerships and operational improvements[24]. - The focus will be on companies that embrace digital transformation and sustainable practices as competitive advantages[24]. - The company plans to utilize a "Mentor-Investor" approach to assist late-stage growth companies in transitioning to public entities[19]. Market Trends and Consumer Behavior - Urban population is projected to rise from 53% to 70% by 2050, adding approximately 2.5 billion people to urban areas, necessitating significant investments in smart and sustainable city infrastructures[16]. - Over 50% of total Consumer Packaged Goods market growth is driven by consumer sensitivity to sustainable-marketed products in the last five years[16]. Financial Considerations and Requirements - The company has available funds for a business combination amounting to $232,304,005 as of December 31, 2021, assuming no redemptions[33]. - The company requires a minimum of $5,000,001 in net tangible assets upon consummation of the initial business combination to avoid being subject to Rule 419[42]. - The company must have net tangible assets of at least $5,000,001 upon consummation of the initial business combination[66]. - The founders must deposit 0.33% of the gross proceeds of the offering for each one-month extension of the time period to complete the initial business combination[53]. - As of December 31, 2021, the net proceeds from the IPO held in the Trust Account amounted to $232,304,005, entirely in money market funds investing in U.S. treasuries[277]. - The Trust Account funds are intended for consummating an initial business combination[277]. Risks and Challenges - The company may not have the resources to diversify operations after the initial business combination, potentially exposing it to risks associated with a single line of business[34]. - The company may face challenges in evaluating the management team of a target business, which could impact the success of the business combination[36]. - There is no current market for the target company's securities, which may limit the perceived benefits of the business combination[31]. - The company may need to seek third-party financing if a target business imposes working capital conditions, which could complicate the business combination process[42]. - The company expects intense competition from private equity groups and other entities in acquiring target businesses[66]. - The potential future dilution from outstanding warrants may impact available resources for business combinations[74]. Stockholder Considerations - The company will seek stockholder approval for any proposed business combination unless it opts for a tender offer, allowing stockholders to sell their shares without a vote[41]. - Stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[43]. - The company will redeem 100% of the outstanding public shares at a per-share price equal to the aggregate amount in the trust account if an initial business combination is not completed by September 28, 2022, or March 28, 2023, if extended[52]. - The initial per-share redemption price is expected to be $10.10, excluding interest earned on the trust account[59]. - If the company fails to complete a business combination, it will liquidate and dissolve, with the process expected to take no more than ten business days[58]. - The founders and management team have waived their rights to participate in any liquidation distribution with respect to their shares[58]. - The company will not comply with certain Delaware General Corporation Law procedures, potentially exposing stockholders to claims beyond the third anniversary of dissolution[55]. - The company anticipates that any bankruptcy claims could deplete the trust account, affecting the amount returned to public stockholders[62]. Operational and Compliance Aspects - The company has not engaged in any operations or generated any revenues to date[276]. - The company is not required to assess internal control procedures until the fiscal year ending December 31, 2022, as per the Sarbanes-Oxley Act[73]. - There may be delays in completing transactions due to obligations for stockholder approval of business combinations[74]. - Financial statements for potential acquisition targets must comply with GAAP or IFRS standards[72]. - The company has limited its efforts to organizational activities and identifying potential business combinations[276]. - There is no assurance that identified acquisition candidates will have the necessary financial statements[72].

Financial Performance - For the three months ended September 30, 2021, the company reported a net loss of $204,228, which included operating expenses of $142,971 and a change in fair value of warrant liability of $61,346[95] - For the period from January 19, 2021, to September 30, 2021, the company reported a total net loss of $239,977, primarily due to operating expenses and changes in warrant liability[96] - Net loss attributable to non-redeemable common stock for the three months ended September 30, 2021, was $(204,317) thousand, resulting in a net loss per share of $(0.02) basic and diluted[115] - The total net loss for the period from January 19, 2021, through September 30, 2021, was $(204,228) thousand, with net income attributable to common stock subject to possible redemption of $89 thousand[115] - The basic and diluted net income per share for common stock subject to possible redemption was $0.00 for the period[115] Cash and Securities - As of September 30, 2021, the company held cash and marketable securities amounting to $232,300,000 in the trust account, excluding $127 of interest earned but not received[99] - As of September 30, 2021, the company had cash of $2,051,697 held outside the trust account, which may be used for operational expenses if necessary[102] Initial Public Offering - The company generated gross proceeds of $230,000,000 from its Initial Public Offering (IPO) of 23,000,000 Public Units, sold at a price of $10.00 per unit[98] Operations and Revenue - The company has not engaged in any operations or generated revenues to date, with expectations to generate non-operating income from interest on cash and marketable securities held in the trust account[94] Expenses and Liabilities - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[94] - The company has no long-term debt or capital lease obligations as of September 30, 2021, but has a monthly fee agreement of $30,000 with its Founder for office space and administrative services[106][107] - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of September 30, 2021[105] Equity and Shares - Common stock subject to possible redemption is classified as temporary equity, with 750,000 shares subject to possible redemption as of September 30, 2021[116] - The weighted-average non-redeemable common shares outstanding for the period was 9,699,293[115] - The company has a weighted-average number of common stock subject to possible redemption of 270,588 for the period[115] Accounting and Valuation - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes in fair value recognized as other expenses[117] - The company has not recognized the effect of potential common shares from warrants in the diluted net loss per share calculation due to being in a net loss position[113] - The company adopted ASU 2020-06 effective January 19, 2021, which did not have a material impact on its condensed financial statements[119] Risk Factors - As of September 30, 2021, the company was not subject to any market or interest rate risk, with funds held in the Trust Account invested in U.S. government securities[120]