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 August 19, 2022, GigInternational1, Inc., a Delaware
corporation (the "Company"), issued a non-convertible unsecured promissory note
(the "Extension Note") in the principal amount of $200,000.00 to
GigInternational1 Sponsor, LLC, a Delaware limited liability company (the
"Sponsor"), and on September 19, 2022 the Company issued an amended and restated
Extension Note (the "First Restated Extension Note") to reflect an additional
principal amount of $200,000.00 (for a collective principal amount of
$400,000.00). The Sponsor deposited such funds into the Company's trust account
(the "Trust Account"). The First Restated Extension Note was issued in
connection with the approval of the amendments to the Company's Amended and
Restated Certificate of Incorporation and the Investment Management Trust
Agreement, each amended to provide the Company with an extension (the
"Extension") of the date by which the Company must consummate a business
combination transaction from August 21, 2022 (the date which is 15 months from
the closing date of the Company's initial public offering of units) on a monthly
basis up to February 21, 2023, and constituted the second monthly contribution
as previously disclosed in the Company's Definitive Proxy Statement as filed
with the Securities and Exchange Commission (the "SEC") on August 8, 2022.
On October 19, 2022, in connection with the third monthly contribution, the
Sponsor deposited an additional $200,000.00 into the Trust Account, and the
Company amended and restated the First Restated Extension Note to include the
aggregate of the first, second, and third monthly contribution amounts (the
"Second Restated Extension Note"), reflecting an aggregate principal amount
thereunder of $600,000.00.
The Second Restated Extension Note bears no interest and is repayable in full
upon the consummation of the Company's previously announced business combination
disclosed in its Current Report on Form 8-K as filed with the SEC on August 30,
2022.
A copy of the Extension Note is attached as Exhibit 10.1 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 such Extension Note.
Item 8.01 Other Events.
A copy of the press release issued by the Company announcing the extension of
the period of time the Company has to consummate its proposed transaction is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Second Amended and Restated Promissory Note dated October 19, 2022
issued in favor of GigInternational1 Sponsor, LLC
99.1 Press Release dated October 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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