GigCapital5 (NYSE:GIA) announced in an 8-K filing this morning that it has rejected a request by its combination target QT Imaging to terminate the deal, claiming that although the deal’s September 8 outside date is passed, breaches on QT Imaging’s part caused delays.
In fact, GigCapital5 revealed that it filed a lawsuit in the Chancery Court of Delaware on the eve of the outside date to force QT Imaging to abide by obligations in their business combination agreement or pay damages for such a breach.
GigCapital5 claimed in an earlier filing that QT Imaging violated the exclusivity portions of their deal by engaging in prohibited discussions with a third party and those talks may have slowed this process. The SPAC hopes to take the case to trial on November 20.
This situation would have been awkward enough all around, but GigCapital5 is also seeking to extend its own transaction deadline from September 28 to December 8 without an additional contribution to its trust. It is holding its special meeting for this move on the day of, September 28.
As such, it feels a bit like GigCapital5 is going through divorce court while still in line at the county clerk to get married to QT Imaging, but that hasn’t stopped its efforts to raise money for the wedding.
The SPAC must provide at least $15 million under the deal’s minimum cash condition and it noted at announcement that it would seek to raise up to $26 million in outside funding prior to close.
GigCapital5 has about $31.7 million in its trust after 86.8% redemptions so far and has signed a non-binding term sheet for a $10 million pre-paid advance loan with Yorkville Advisors Global.
According to GigCapital5, it and QT Imaging have agreed that this funding alone could satisfy the minimum cash condition, but not all of the documents have been prepared to finalize the facility amid the drama.
The two sides initially announced their $219 million combination in December 2022. Novato, California-based QT Imaging has developed a less-invasive scanning device for mammograms that it has begun to commercialize in the US, Europe and China.
Integrated Wellness (NYSE:WEL) announced this morning that it has nixed its combination with vending machine operator Refreshing USA due to conditions of the combination remaining unfulfilled. The SPAC did not elaborate on what conditions those were, but the two sides have been past their initial outside date since July 31. Integrated Wellness still plans to...
Berenson Acquisition Corp. I (BACA) Signs Non-Redemption Agreements Berenson (NASDAQ:WTMA) announced in an 8-K this morning that it has entered non-redemption agreements with third parties that will secure 655,715 shares from redemption. The filing did not note what incentive, if any, these investors received for agreeing not to redeem. The move comes as Berenson is...
Crixus BH3 Acquisition Company (NASDAQ: BHAC) announced in a filing this afternoon that it is postponing its extension vote to Friday, October 6, 2023 at 9:00 a.m ET. The meeting was originally to be held Friday, September 29, but presumably it has been moved to account for amendments to its proxy which was filed today...
Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA) announced in an 8-K this afternoon that it is postponing its extension vote one day to 2 pm ET September 29. The SPAC would not be able to postpone it much further as its current transaction deadline falls on a Saturday the next day, September 30. At the...
Global Lights Acquisition Corp. (NASDAQ:GLAC) rolled out an S-1 on Friday, to become the 21st SPAC to file in 2023. This keeps the recent pace with two new SPACs filing to list in each of the past three months so far. Three out of the last four of those have also sought to raise $60...