GigInternational1, Inc. (“GigInternational1”) (Nasdaq: GIW;
GIWWU; GIWWW), a blank check company, also commonly referred to as
a special purpose acquisition company, or SPAC, today announced
that its Sponsor, GigInternational1 Sponsor, LLC, has deposited
into the GigInternational1’s trust account (the “Trust Account”) an
additional $200,000.00. In consideration for the deposit,
GigInternational1 has issued to our Sponsor a second restated
unsecured interest free promissory note for the principal amount of
the aggregate of such deposit, together with similar deposits made
on August 19, 2022 and September 19, 2022, which will be repaid in
connection with the closing of GigInternational1’s previously
announced business combination. As a result of the deposits into
the Trust Account, the period of time that GigInternational1 has to
consummate a business combination has been extended by a month to
November 21, 2022 (and may be extended thereafter on a monthly
basis until February 21, 2023 upon payment of a monthly fee equal
to $200,000).
About GigInternational1
GigInternational1 is a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC,
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 GigInternational1’s efforts to identify a target
business may span many industries, the focus of GigInternational1’s
search is for prospects within the technology, media and
telecommunications, aerospace and defense, mobility, and
semiconductor industries, primarily located in Europe or Israel.
GigInternational1 was sponsored by GigInternational1 Sponsor, LLC,
which was founded by GigFounders, LLC, each a member entity of
GigCapital Global, and formed for the purpose of entering into a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or similar business combination
with one or more businesses.
Forward-Looking Statements
This press release 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 GigInternational1 may differ from
their actual results and consequently, you should not rely on these
forward-looking statements as predictions of future events. Any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In addition,
any statements that refer to characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. 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, future extensions,
expectations with respect to closing of the proposed business
combination, the repayment of the promissory note upon such closing
of the proposed business combination, and the timing of the
completion of the proposed business combination. There can be no
assurance that future developments affecting GigInternational1 will
be those that we have anticipated. 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 GigInternational1
and the party with which it has proposed to consummate a business
combination, Convalt Energy, Inc. (“Convalt”), and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
negotiations and any subsequent definitive agreements with respect
to the proposed business combination, and the possibility that the
terms and conditions set forth in any definitive agreements with
respect to the proposed business combination may differ materially
from the terms and conditions set forth in the term sheet, (2) the
outcome of any legal proceedings that may be instituted against the
parties following the announcement of the proposed business
combination and any definitive agreements with respect thereto; (3)
the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
GigInternational1 and Convalt or other conditions to closing,
including the failure of the stockholders of GigInternational1 to
approve the extension of time for GigInternational1 to consummate
its initial business combination at the upcoming annual meeting of
stockholders of GigInternational1 that GigInternational1 intends to
hold; (4) the impact of the COVID-19 pandemic on (x) the parties’
ability to negotiate and consummate the proposed business
combination and (y) the business of Convalt and the surviving
company; (5) the receipt of an unsolicited offer from another party
for an alternative business transaction that could interfere with
the proposed business combination; (6) the inability to obtain or
maintain the listing of the surviving company’s common stock on the
Nasdaq Stock Market LLC or any other national stock exchange
following the proposed business combination; (7) 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; (8) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
surviving company to grow and manage growth profitably and retain
its key employees; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations; (11)
the demand for Convalt’s and the surviving company’s services
together with the possibility that Convalt or the surviving company
may be adversely affected by other economic, business, and/or
competitive factors; (12) risks and uncertainties related to
Convalt’s business, including, but not limited to, the ability of
Convalt to increase sales of its output products in accordance with
its plan; and (13) other risks and uncertainties included in (x)
the “Risk Factors” sections of the most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q filed with the SEC by
GigInternational1 and (y) other documents filed or to be filed with
the SEC by GigInternational1. The foregoing list of factors is not
exclusive. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. You should not place undue
reliance upon any forward-looking statements, which speak only as
of the date made. All forward-looking statements in this press
release are based on information available to GigInternational1 as
of the date hereof, and GigInternational1 assumes no obligation to
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the
proposed business combination, GigInternational1 will prepare a
proxy statement/prospectus (the “GigInternational1 proxy
statement/prospectus”) to be filed with the SEC and mailed to
GigInternational1’s stockholders. GigInternational1 urges investors
and other interested persons to read, when available, the
GigInternational1 proxy statement/prospectus, as well as other
documents filed with the SEC, because these documents will contain
important information about the proposed business combination. Such
persons can also read GigInternational1’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021 (the
“GigInternational1 Annual Report”), for a description of the
security holdings of its officers and directors and their
respective interests as security holders in the consummation of the
transactions described herein. The GigInternational1 proxy
statement/prospectus, once available, and GigInternational1’s
Annual Report can be obtained, without charge, at the SEC’s web
site (http://www.sec.gov).
Participants in the Solicitation
GigInternational1, Convalt 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 GigInternational1 stockholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of GigInternational1’s directors
and officers in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, which was filed with the SEC on March 31,
2022. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to
GigInternational1’s stockholders in connection with the proposed
business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Information concerning the interests of
GigInternational1’s and Convalt’s equity holders and participants
in the solicitation, which may, in some cases, be different than
those of GigInternational1’s and Convalt’s equity holders
generally, will be set forth in the proxy statement/prospectus
relating to the proposed business combination when it becomes
available.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or the extension of
time for GigInternational1 to consummate its initial business
combination. This press release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20221020005620/en/
GigInternational1, Inc. Contact:
Brian Ruby ICR Brian.Ruby@icrinc.com
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