Business Combination - The company plans to complete its initial business combination with QT Imaging, leveraging its management team's experience in operational success and acquisition strategies[16]. - The business combination agreement was executed on December 8, 2022, with QT Imaging merging into a wholly owned subsidiary of GigCapital5, which will be renamed QT Imaging Holdings, Inc.[21]. - The effective time of the merger will result in each share of QT Imaging common stock being converted into shares of GigCapital5 common stock based on an exchange ratio[23]. - The company intends to apply for listing of the combined company's common stock and warrants on the NYSE under the symbols "QTI" and "QTI.WS" upon closing[24]. - The company extended its combination period to September 28, 2023, allowing for additional time to complete the business combination, with stockholders redeeming approximately 4.3% of shares in the latest extension[33]. - An equity incentive award plan will be established for QTI Holdings, with an initial award pool equal to 11% of the fully diluted shares of GigCapital5 common stock outstanding post-merger[29]. - The company has significant experience in sourcing, structuring, and achieving synergies in mergers and acquisitions, which will be applied to the business combination[20]. - The management team aims to provide operational and executive mentoring to QT Imaging to facilitate its transition to a publicly traded company[17]. - The company has conducted thorough due diligence on QT Imaging, including meetings with management and reviews of financial information[21]. Financial Provisions - The Company is targeting an aggregate gross proceeds of $26,000,000 under the PIPE Subscription Agreements, although no agreements are currently in place[43]. - The Sponsor holds 6,530,000 shares, constituting a majority of the common stock, and has agreed to support the Business Combination[46]. - The Company must have net tangible assets of at least $5,000,001 upon consummation of the initial business combination[51]. - Public stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[53]. - The Company may allow stockholders to sell their shares through a tender offer, avoiding the need for a stockholder vote[51]. - The total principal amount of the Working Capital Note includes an additional $350,000 added on February 27, 2023[42]. - The Company has relied on Section 4(a)(2) of the Securities Act for the issuance of the convertible promissory note to a sophisticated investor[42]. - The company is required to have net tangible assets of at least $5,000,001 at the time of consummation of the initial business combination[77]. - The company will deposit $160,000 for each one-month extension through February 28, 2023, and $100,000 thereafter, to extend the time for completing the initial business combination[63]. - The trust account will not distribute any funds to the company's founders or management team upon liquidation[68]. - The company anticipates liquidating assets and distributing funds from the trust account within ten business days after the deadline for the initial business combination[68]. - If the company is unable to complete a business combination, it may face claims from creditors that could affect the amount returned to public stockholders[72]. - The company will not issue additional stock that participates in the proceeds of the trust account prior to the initial business combination[77]. Risks and Competition - The lack of business diversification may pose risks, as the Company may depend entirely on the performance of a single business post-combination[45]. - The company may face intense competition from private equity groups and other entities in acquiring target businesses, which may limit its ability to compete effectively[76]. - Intense competition is anticipated from competitors of any target business post-acquisition, and the company cannot assure effective competition following a business combination[80]. Operational Status - As of December 31, 2022, the net proceeds from the Offering held in the Trust Account amounted to $41,561,656, which is entirely invested in money market funds that comply with Rule 2a-7 under the Investment Company Act[420]. - The company has not engaged in any operations or generated any revenues to date, focusing solely on organizational activities and the identification of a potential initial business combination[419]. - The Trust Account funds are invested solely in United States treasuries, indicating a low exposure to interest rate risk due to the short-term nature of these investments[419]. - The company currently has three executive officers who will devote time to the business based on the progress of identifying a suitable target for acquisition[81]. - The company does not intend to have any full-time employees prior to the consummation of a business combination[81]. Compliance and Reporting - The company is required to evaluate and report on its internal controls over financial reporting starting with the Annual Report on Form 10-K for the year ended December 31, 2022, as mandated by Section 404 of the Sarbanes-Oxley Act[84]. - The company plans to provide stockholders with audited financial statements of any prospective target business as part of proxy solicitation materials or tender offer documents[83]. - There is no assurance that any identified target business will have the necessary financial statements prepared in accordance with GAAP or IFRS, which could hinder potential acquisitions[83].
GigCapital5(GIA) - 2022 Q4 - Annual Report