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 ~~June~~September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40424

GigInternational1, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	86-2256255
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1731 Embarcadero Rd., Suite 200 Palo Alto, CA	94303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 276-7040

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant	GIWWU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	GIW	The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share	GIWWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August~~November 1216, 2022, the registrant had 2710,~~084~~407,~~000~~437 shares of common stock, $0.0001 par value per share, outstanding.

GIGINTERNATIONAL1, INC.

Quarterly Report on Form 10-Q

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Stockholders’ Deficit	3
	Condensed Statements of Cash Flows	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2524
Item 4.	Controls and Procedures	2524
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	2625
Item 1A.	Risk Factors	2625
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2726
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited).

GIGINTERNATIONAL1, INC.

Condensed Balance Sheets

(Unaudited)

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	~~162~~49,~~880~~516		$	875,435
Prepaid expenses		~~545~~326,~~311~~141			805,390
Receivable from related party		16,~~525~~286			—
Total current assets		~~709~~381,~~716~~943			1,680,825
Cash and marketable securities held in Trust Account		~~211~~43,~~245~~202,~~761~~859			211,099,649
Interest receivable on cash and marketable securities held in Trust Account		~~144~~80,~~339~~536			1,793
Other long-term assets		—			103,091
TOTAL ASSETS	$	~~212~~43,~~099~~665,~~816~~338		$	212,885,358
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	~~184~~80,~~706~~107		$	32,821
Payable to related parties		321,140			18,934
Accrued liabilities		1,203,082			1,116,043
Accrued liabilities		909,984			1,116,043
Payable to related parties		540,987			18,934
Other current liabilities		84,937			3,414
Notes payable to related party		400,000			—
Total current liabilities		1,500,767			1,171,212
Other current liabilities		240,667			3,414
Warrant liability		28,770			278,110
Total current liabilities		2,464,843			1,171,212
Warrant liability		38,360			278,110
Deferred underwriting fee payable		7,495,000			7,495,000
Total liabilities		9,~~024~~998,~~537~~203			8,944,322
Commitments and contingencies (Note 5)
Common stock subject to possible redemption, 20,900,000 shares at a redemption value of $10.10 per share		211,300,764			211,098,028
Common stock subject to possible redemption, 4,223,437 shares and 20,900,000 shares as of September 30, 2022 and December 31, 2021, respectively, at a redemption value of $10.10 per share		43,038,328			211,098,028
Stockholders’ deficit
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,184,000 shares issued and outstanding (excluding 20,900,000 shares subject to possible redemption)		618			618
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,184,000 shares issued and outstanding (excluding 4,223,437 and 20,900,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021, respectively)		618			618
Additional paid-in capital		—			—
Accumulated deficit		(89,~~226~~371,~~103~~811	)		(7,157,610	)
Total stockholders’ deficit		(89,~~225~~371,~~485~~193	)		(7,156,992	)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	~~212~~43,~~099~~665,~~816~~338		$	212,885,358

The accompanying notes are an integral part of these condensed financial statements.

GIGINTERNATIONAL1, INC.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended June 30,						Six Months Ended			Period from February 23, 2021 (Date of Inception) through
	Three Months Ended September 30,						Nine Months Ended			Period from February 23, 2021 (Date of Inception) through
	2022			2021			~~June~~September 30, 2022			~~June~~September 30, 2021
Revenues	$	—		$	—		$	—		$	—
General and administrative expenses		~~641~~1,~~210~~009,703			~~304~~1,~~833~~049,266			12,~~317~~327,~~833~~536			~~340~~1,~~552~~389,818
Loss from operations		(~~641~~1,~~210~~009,703	)		(~~304~~1,~~833~~049,266	)		(12,~~317~~327,~~833~~536	)		(~~340~~1,~~552~~389,818	)
Other income (expense)
Other income (expense)		~~143~~(9,~~850~~590	)		(7869,~~270~~333	)		~~249~~239,~~340~~750			(78147,~~270~~603	)
Interest income on cash and marketable securities held in Trust Account		272,744			804			288,658			804
Interest expense		(3,077	)		—			(3,077	)		—
Loss before provision for income taxes		(224,616	)		(382,299	)		(779,835	)		(418,018	)
Interest income on cash and marketable securities held in Trust Account		521,880			5,321			810,538			6,125
Provision for income taxes		81,385			240			85,922			240
Loss before provision for income taxes		(500,490	)		(1,113,278	)		(1,280,325	)		(1,531,296	)
Net loss and comprehensive loss	$	(306,001	)	$	(382,539	)	$	(865,757	)	$	(418,258	)
Provision for income taxes		155,731			1,587			241,653			1,827
Net income attributable to common stock subject to possible redemption	$	191,359		$	564		$	202,736		$	564
Net loss and comprehensive loss	$	(656,221	)	$	(1,114,865	)	$	(1,521,978	)	$	(1,533,123	)
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		20,900,000			9,347,253			20,900,000			6,645,313
Net income attributable to common stock subject to possible redemption	$	366,149		$	3,734		$	568,885		$	4,298
Basic and diluted net income per share, common stock subject to possible redemption	$	0.01		$	0.00		$	0.01		$	0.00
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		13,649,320			20,900,000			18,456,548			12,606,364
Net loss attributable to common stockholders	$	(497,360	)	$	(383,103	)	$	(1,068,493	)	$	(418,822	)
Basic and diluted net income per share, common stock subject to possible redemption	$	0.03		$	0.00		$	0.03		$	0.00
Weighted-average non-redeemable common shares outstanding, basic and diluted		6,179,000			5,504,956			6,179,000			5,315,711
Net loss attributable to common stockholders	$	(1,022,370	)	$	(1,118,599	)	$	(2,090,863	)	$	(1,537,421	)
Basic and diluted net loss per share, non-redeemable common stock	$	(0.08	)	$	(0.07	)	$	(0.17	)	$	(0.08	)
Weighted-average non-redeemable common shares outstanding, basic and diluted		6,179,000			6,179,000			6,179,000			5,676,723
Basic and diluted net loss per share, non-redeemable common stock	$	(0.17	)	$	(0.18	)	$	(0.34	)	$	(0.27	)

_____________________________

The accompanying notes are an integral part of these condensed financial statements.

GIGINTERNATIONAL1, INC.

Condensed Statements of Stockholders’ Deficit

(Unaudited)

	Common Stock						Additional
Three Months Ended June 30, 2022	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Three Months Ended September 30, 2022	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Balance as of March 31, 2022		6,184,000		$	618		$	—		$	(7,728,743	)	$	(7,728,125	)
Shares subject to redemption		—			—			(191,359	)		—			(191,359	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			191,359			(191,359	)		—
Net loss		—			—			—			(306,001	)		(306,001	)
Balance as of June 30, 2022		6,184,000		$	618		$	—		$	(8,226,103	)	$	(8,225,485	)
Shares subject to redemption		—			—			(489,487	)		—			(489,487	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			489,487			(489,487	)		—
Net loss		—			—			—			(656,221	)		(656,221	)
Balance as of September 30, 2022		6,184,000		$	618		$	—		$	(9,371,811	)	$	(9,371,193	)
	Common Stock						Additional
Three Months Ended June 30, 2021	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Three Months Ended September 30, 2021	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Balance as of March 31, 2021		5,735,000		$	574		$	24,426		$	(35,719	)	$	(10,719	)
Sale of common stock to the Founder in private placement at $10.00 per share		650,000			65			6,499,935			—			6,500,000
Issuance of common stock to Insiders for no consideration		5,000			—			—			—			—
Issuance of insiders shares to consultant		10,000			1			94,699			—			94,700
Sale of common stock to Underwriters in private placement at $10.00 per share		300,000			30			2,999,970			—			3,000,000
Sale of common stock in initial public offering, net of offering costs		20,000,000			2,000			188,451,945			—			188,453,945
Sale of common stock to Underwriters in over-allotment option		9,000			1			89,999			—			90,000
Sale of common stock in initial public offering over-allotment option, net of underwriter fees		900,000			90			8,504,910			—			8,505,000
Forfeiture of shares by Founder due to partial exercise of over-allotment option		(525,000	)		(53	)		53			—			—
Fair value of warrants		—			—			(255,177	)		—			(255,177	)
Shares subject to redemption		(20,900,000	)		(2,090	)		(211,088,474	)		—			(211,090,564	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			4,677,714			(4,677,714	)		—
Net loss		—			—			—			(382,539	)		(382,539	)
Balance as of June 30, 2021		6,184,000		$	618		$	—		$	(5,095,972	)	$	(5,095,354	)
Shares subject to redemption		—			—			(3,734	)		—			(3,734	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			3,734			(3,734	)		—
Net loss		—			—			—			(1,114,865	)		(1,114,865	)
Balance as of September 30, 2021		6,184,000		$	618		$	—		$	(6,214,571	)	$	(6,213,953	)

The accompanying notes are an integral part of these condensed financial statements.

	Common Stock						Additional
Six Months Ended June 30, 2022	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Nine Months Ended September 30, 2022	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Balance as of December 31, 2021		6,184,000		$	618		$	—		$	(7,157,610	)	$	(7,156,992	)
Shares subject to redemption		—			—			(~~202~~692,~~736~~223	)		—			(~~202~~692,~~736~~223	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			~~202~~692,~~736~~223			(~~202~~692,~~736~~223	)		—
Net loss		—			—			—			(~~865~~1,~~757~~521,978	)		(~~865~~1,~~757~~521,978	)
Balance as of June 30, 2022		6,184,000		$	618		$	—		$	(8,226,103	)	$	(8,225,485	)
Balance as of September 30, 2022		6,184,000		$	618		$	—		$	(9,371,811	)	$	(9,371,193	)
	Common Stock						Additional
Period from February 23, 2021 (Date of Inception) through June 30, 2021	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Period from February 23, 2021 (Date of Inception) through September 30, 2021	Shares			Amount			Paid-In Capital			Accumulated Deficit			Stockholders’ Deficit
Balance as of February 23, 2021 (Date of Inception)		—		$	—		$	—		$	—		$	—
Sale of common stock to the Founder at $0.0043592 per share		5,735,000			574			24,426			—			25,000
Sale of common stock to the Founder in private placement at $10.00 per share		650,000			65			6,499,935			—			6,500,000
Issuance of common stock to Insiders for no consideration		5,000			—			—			—			—
Issuance of common stock to consultant		10,000			1			94,699			—			94,700
Sale of common stock to Underwriters in private placement at $10.00 per share		300,000			30			2,999,970			—			3,000,000
Sale of common stock in initial public offering, net of offering costs		20,000,000			2,000			188,451,945			—			188,453,945
Sale of common stock to Underwriters in over-allotment option		9,000			1			89,999			—			90,000
Sale of common stock in initial public offering over-allotment option, net of underwriter fees		900,000			90			8,504,910			—			8,505,000
Forfeiture of shares by Founder due to partial exercise of over-allotment option		(525,000	)		(53	)		53			—			—
Fair value of warrants		—			—			(255,177	)		—			(255,177	)
Shares subject to redemption		(20,900,000	)		(2,090	)		(211,~~088~~092,~~474~~208	)		—			(211,~~090~~094,~~564~~298	)
Reclass of negative additional paid-in capital to accumulated deficit		—			—			4,~~677~~681,~~714~~448			(4,~~677~~681,~~714~~448	)		—
Net loss		—			—			—			(~~418~~1,~~258~~533,123	)		(~~418~~1,~~258~~533,123	)
Balance as of June 30, 2021		6,184,000		$	618		$	—		$	(5,095,972	)	$	(5,095,354	)
Balance as of September 30, 2021		6,184,000		$	618		$	—		$	(6,214,571	)	$	(6,213,953	)

The accompanying notes are an integral part of these condensed financial statements.

GIGINTERNATIONAL1, INC.

Condensed Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30, 2022			Period from February 23, 2021 (Date of Inception) through June 30, 2021
	Nine Months Ended September 30, 2022			Period from February 23, 2021 (Date of Inception) through September 30, 2021
OPERATING ACTIVITIES
Net loss	$	(~~865~~1,~~757~~521,978	)	$	(~~418~~1,~~258~~533,123	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		(~~249~~239,~~340~~750	)		78147,~~270~~603
Interest earned on cash and marketable securities held in Trust Account		(~~288~~810,~~658~~538	)		(~~804~~6,125	)
Stock-based compensation		—			94,700
Change in operating assets and liabilities:
Prepaid expenses		~~260~~479,~~079~~249			(~~869~~838,~~505~~373	)
Receivable from related party		(16,~~525~~286	)		—
Other long-term assets		103,091			(~~506~~304,~~679~~885	)
Accounts payable		81117,~~885~~286			1013,~~321~~925
Payable to related parties		~~302~~522,~~206~~053			613,~~882~~177
Accrued liabilities		~~(136~~87,~~059~~039	)		6525,~~943~~239
Other current liabilities		81237,~~523~~253			~~240~~1,827
Net cash used in operating activities		(~~712~~1,~~555~~032,581	)		(1,~~597~~886,~~890~~035	)
INVESTING ACTIVITIES
Investment of cash in Trust Account		—(400,000	)		(211,090,000	)
Net cash used in investing activities		—			(211,090,000	)
Cash withdrawn from Trust Account		169,028,585			—
Net cash provided by (used in) investing activities		168,628,585			(211,090,000	)
FINANCING ACTIVITIES
Proceeds from sale of common stock to Founder		—			25,000
Proceeds from sale of Units, net of underwriting discounts paid		—			205,000,000
Proceeds from sale of Private Placement Units to Founder		—			6,500,000
Proceeds from sale of Private Placement Units to Underwriters		—			3,090,000
Borrowing from a related party		—			125,000
Redemption of Public Units		(168,751,923	)		—
Borrowing from a related party		400,000			125,000
Repayment of borrowing from a related party		—			(125,000	)
Payment of offering costs		—(70,000	)		(476,055	)
Net cash provided by financing activities		—			214,138,945
Net cash provided by (used in) financing activities		(168,421,923	)		214,138,945
Net increase (decrease) in cash during period		(~~712~~825,~~555~~919	)		1,~~451~~162,~~055~~910
Cash, beginning of period		875,435			—
Cash, end of period	$	~~162~~49,~~880~~516		$	1,~~451~~162,~~055~~910
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Offering costs included in accounts payable	$	70,000		$	—
Offering costs included in accrued liabilities	$	—		$	70,000
Fair value of warrant liability upon issuance of warrants	$	—		$	255,177
Deferred underwriting fee payable	$	—		$	7,495,000
Change in value of common stock subject to possible redemption	$	~~202~~692,~~736~~223		$	415,~~677~~493,~~714~~829

The accompanying notes are an integral part of these condensed financial statements.

GIGINTERNATIONAL1, INC.

Notes to Unaudited Condensed Financial Statements

(Unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

GigInternational1, Inc. (the “Company”) was incorporated in the state of Delaware on February 23, 2021. The Company was founded as a blank check company or special purpose acquisitions company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, 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 (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (date of inception) through ~~June~~September 30, 2022 relates to the Company’s formation, the initial public offering (the “IPO” or “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest, and as discussed further below, is ceasing its activities with respect to consummating a Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.

On May 18, 2021, the registration statement on Form S-1 (File No. 333-255234), as amended, relating to the Offering of the Company was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The Company concurrently entered into an underwriting agreement (the “Underwriting Agreement”) on May 18, 2021 to conduct the Offering, the closing of which was consummated on May 21, 2021 with the delivery of 20,000,000 units (the “Public Units”) to the Underwriters (as defined below). The Public Units sold in the Offering consisted of the securities described in Note 3. The Offering generated gross proceeds to the Company of $200,000,000.

Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 950,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigInternational1 Sponsor, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), purchased 650,000 Private Placement Units, and Oppenheimer & Co. Inc. and William Blair & Company, L.L.C. (collectively, the “Underwriters”) purchased 300,000 Private Placement Units in the aggregate. The closing of the Private Placement generated gross proceeds of $9,500,000 consisting of $6,500,000 from the sale of the Private Placement Units to the Founder and $3,000,000 from the sale of Private Placement Units to the Underwriters.

On May 26, 2021, the Underwriters served to the Company a notice of the partial exercise of the over-allotment option, and on May 28, 2021, the Company sold 900,000 additional Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $9,000,000. An amendment to the Underwriting Agreement was executed on May 28, 2021, whereby the total Underwriters’ discounts and commissions associated with the over-allotment of $0.55 per Public Unit or $495,000 was deferred. Concurrently with the closing of the sale of the over-allotment Public Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit generating gross proceeds of $90,000. The closing of the sale of additional Public Units in the over-allotment and additional Private Placement Units generated net proceeds of $9,090,000 consisting of $9,000,000 from the sale of the over-allotment Public Units and $90,000 from the sale of additional Private Placement Units. In connection with the amendment to the Underwriting Agreement and the partial exercise of the over-allotment option, the Underwriters have no further over-allotment option and 525,000 Founder Shares were forfeited as a result.

After deducting the underwriting discounts and commissions and offering expenses paid, the net proceeds in the amount of $196,000,000 from the sale of the Public Units, net proceeds in the amount of $6,000,000 from the sale of Private Placement Units to the Founder and Underwriters, and additional proceeds in the amount of $9,090,000 from the sale of additional Public Units in the over-allotment and additional Private Placement Units to the Underwriters, for a total of $211,090,000, were placed in a trust account (the “Trust Account”) at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee. The proceeds ~~held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one~~

held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.

The Company incurred $12,041,055 in transaction costs, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees, and $546,055 of offering costs~~, of which $70,000 remains in accounts payable as of June 30, 2022~~. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes.

Recent Developments

Approval of Extension

The Company’s Offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until August 21, 2022 (the date which was 15 months after the consummation of the Offering) to complete the Business Combination. On August 19, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”) and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from August 21, 2022 up to February 21, 2023.

The Company previously entered into an Investment Management Trust Agreement (the “IMTA”), dated May 18, 2021, with Continental Stock Transfer & Trust Company, as trustee. At the Special Meeting, the Company’s stockholders approved an amendment to the IMTA (the “IMTA Amendment”) to extend 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 Offering) on a monthly basis up to February 21, 2023 (the date which is 21 months from the closing date of the Company's Offering of units) by depositing into the Trust Account for each one-month extension the lesser of $200,000 or $0.05 per share multiplied by the number of common stock issued with the Public units then outstanding.

The Company’s stockholders elected to redeem 16,676,563 shares of the Company’s common stock, which represented approximately 79.8% of the shares that were part of the Public Units sold in the Offering.

Extension Amendment Contributions

On August 19, 2022, the Company issued an unsecured, non-interest bearing promissory note (the “Extension Note”) to the Sponsor for a principal amount of $200,000. The proceeds from the Extension Note were deposited into the Trust Account in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. The Extension Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty.

On September 19, 2022, the Extension Note was amended to increase the principal amount to $400,000 to cover an additional month extension. The second installment of $200,000 was deposited in the Trust Account by the Sponsor. Subsequent to September 30, 2022, the Company entered into the second amendment to the Extension Note. See Note 8. Subsequent Events.

The Company has until November 21, 2022 (the “Combination Period”) to complete a Business Combination. As described in Note 8 below, the Company will be unable to consummate a Business Combination by the end of the Combination Period, and intends to dissolve and liquidate in accordance with the terms of the Amended and Restated Certificate of Incorporation. The Company plans to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares (but not public shares acquired in or after the Offering) if the Company fails to complete a Business Combination by the end of the Combination Period. The Underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the end of the Combination Period and, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. It is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit ($10.00).

The Trust Account

The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses.

The Company’s ~~amended~~Amended and ~~restated~~Restated ~~certificate~~Certificate of ~~incorporation~~Incorporation provides that, other than the payment of deferred underwriting commissions and the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the Business Combination; (2) the redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination within 15 months from the closing of the Offering (or up to 21 months in total if the Company extends the period of time to consummate its initial Business Combination up to ~~two~~six (6) times byfor an additional ~~three~~one ~~months~~(1) month each time;, provided that at the ~~beginning of each three-month extension, the~~ Sponsor (or its designees) must deposit into the Trust Account ~~funds~~for ~~equal~~each to one-month ~~percent~~extension ~~(1%)~~funds ofequal to the ~~gross~~lesser ~~proceeds~~ of ~~the~~(A) ~~Offering~~$200,000, or (~~including~~B) ~~such~~$0.05 ~~proceeds~~per ~~from~~share ~~the~~multiplied ~~exercise~~by of the ~~Underwriters’~~number ~~over-allotment option) for each three-month extension~~ of ~~the~~common ~~time~~stock ~~period~~issued towith ~~complete~~ the ~~initial~~Public ~~Business~~Units ~~Combination,~~then inoutstanding ~~each case,~~ in exchange for a non-interest bearing, unsecured promissory note); or (3) the redemption of ~~any public~~ shares ~~properly tendered~~ in connection with a stockholder vote seeking to amend any provisions of the amended and restated certificate of incorporation ~~(A)~~relating to ~~modify~~ the ~~substance or timing of the~~ Company’s ~~obligation to redeem 100% of the Company’s public shares if the Company does not complete its~~ pre-initial Business Combination ~~within the required time period or (B) with respect to any other provision relating to the Company’s pre-business combination~~ activity and related stockholders’ rights.

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. ~~There~~As isdiscussed noabove, ~~assurance that~~ the Company ~~will~~is beceasing ~~able~~its toactivities ~~successfully~~with ~~effect~~respect to consummating a Business Combination.

The ~~Company,~~amount ~~after~~held ~~signing~~in athe ~~definitive~~Trust ~~agreement~~Account ~~for~~as aof ~~Business~~September ~~Combination~~30, ~~will~~2022 ~~either~~and ~~(i)~~December ~~seek~~31, ~~stockholder~~2021 ~~approval~~was of$43,202,859 ~~the~~and ~~Business~~$211,099,649, ~~Combination~~respectively, ~~at a meeting called for such purpose in connection with~~ which ~~stockholders~~primarily ~~may~~represents ~~seek~~cash toand ~~redeem~~marketable ~~their~~securities ~~shares, regardless~~ of ~~whether~~$196,000,000 ~~they~~from ~~vote for or against~~ the ~~Business~~sale ~~Combination~~of 20,000,000 ~~for~~Public ~~cash~~Units ~~equal~~at to$10.00 ~~their~~per ~~pro~~Public ~~rata~~Unit, ~~share~~net of ~~the~~underwriting ~~aggregate~~fees ~~amount~~of ~~then~~$4,000,000, onnet ~~deposit~~proceeds in the ~~Trust~~amount ~~Account as~~ of ~~two~~$6,000,000 ~~business~~from ~~days prior to~~ the ~~consummation~~sale of ~~the~~Private ~~initial~~Placement ~~Business~~Units ~~Combination,~~to ~~including~~the ~~interest~~Founder ~~but~~and ~~less taxes payable~~Underwriters, orand ~~(ii)~~additional ~~provide~~proceeds ~~stockholders~~in ~~with~~ the ~~opportunity~~amount toof ~~have~~$9,090,000 ~~their~~from ~~shares redeemed by~~ the ~~Company~~sale ~~by means~~ of aadditional ~~tender~~Public ~~offer~~Units ~~(and~~in ~~thereby avoid~~ the ~~need~~over-allotment ~~for~~and aadditional ~~stockholder~~Private ~~vote)~~Placement ~~for~~Units ~~an amount in cash equal~~ to ~~their pro rata share of~~ the ~~aggregate~~Underwriters. The amount ~~then~~held ~~on deposit~~ in the Trust Account as of ~~two~~September ~~business~~30, ~~days~~2022 ~~prior~~also toincludes ~~commencement~~$741,444 of ~~the~~income ~~tender~~earned ~~offer,~~on ~~including~~these ~~interest~~holdings, ~~but~~ less ~~taxes~~$105,653 ~~payable.~~of ~~The~~income ~~decision~~taxes aspaid tofor ~~whether~~ the ~~Company~~interest ~~will~~earned ~~seek~~and ~~stockholder~~$171,009 ~~approval~~ of ~~the~~franchise ~~Business~~taxes ~~Combination~~paid oron ~~will~~these ~~allow~~holdings. ~~stockholders~~The toamount ~~redeem~~held ~~their shares to the Company~~ in ~~a tender offer will be made by~~ the ~~Company,~~Trust ~~solely~~Account ~~in its discretion, and will be based on a variety of factors such~~ as ~~the timing~~ of ~~the~~December ~~transaction~~31, ~~and~~2021 ~~whether~~also ~~the~~includes terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the Nasdaq Stock Market LLC ("Nasdaq") rules. If the Company seeks stockholder approval$9,649 ~~it will complete its Business Combination only if a majority~~ of ~~the~~interest ~~outstanding~~income ~~shares~~earned ofand ~~common~~no ~~stock~~taxes ~~voted~~were ~~are~~paid ~~voted~~from ~~in favor of~~ the ~~Business~~Trust ~~Combination~~Account. ~~However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation~~

7On August 19, 2022 stockholders elected to redeem 16,676,563 shares of the Company’s common stock. Following such redemptions, $168,751,923 was withdrawn from the Trust Account on August 22, 2022. The Trust Account also received two one-month extension payments in the amount of $200,000 each on August 19, 2022 and September 19, 2022, respectively.

of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.8

IfAdditionally, ~~the Company holds a stockholder vote or~~ there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of June 30, 2022 and December 31, 2021 was $~~211~~80,~~245,761~~536 and $~~211~~1,~~099,649,~~793 ~~respectively, which primarily represents cash and marketable securities~~ of ~~$196,000,000~~interest ~~from the sale of 20~~accrued,~~000,000~~ ~~Public~~but ~~Units~~not atyet ~~$10.00~~credited ~~per Public Unit, net of underwriting fees of $4,000,000, net proceeds in the amount of $6,000,000 from the sale of Private Placement Units~~ to the ~~Founder~~Trust ~~and Underwriters~~Account, ~~and~~which ~~additional~~was ~~proceeds~~recorded in the ~~amount~~condensed ofbalance ~~$9,090,000~~sheets ~~from~~in ~~the~~interest ~~sale~~receivable ofon ~~additional~~cash ~~Public Units in the over-allotment~~ and ~~additional~~marketable ~~Private~~securities ~~Placement Units to the Underwriters. The amount~~ held in the Trust ~~account~~Account as of ~~June~~September 30, 2022 and December 31, 2021 ~~also includes $155~~,~~761~~ ~~and $9,649,~~ respectively~~, of interest income earned on these holdings~~.

~~Additionally~~The Company’s stockholders approved the IMTA Amendment that extends the date by which the Company must consummate a Business Combination transaction from August 21, ~~there~~2022 ~~was~~(the date which is 15 months from the closing date of the Company’s Offering) on a monthly basis up to February 21, 2023 (the date which is 21 months from the closing date of the Company’s Offering of units) by depositing into the Trust Account for each one-month extension the lesser of $~~144~~200,~~339~~000 ~~and~~or $10.05 per share multiplied by the number of common stock issued with the Public units then outstanding. If the Company does not complete a Business Combination within this period of time,~~793~~ it shall (i) cease all operations except for the purposes of ~~interest~~winding ~~accrued~~up; (ii) as promptly as reasonably possible, but not ~~yet~~more ~~credited~~than toten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, ~~which~~including ~~was~~interest, ~~recorded~~but inless ~~the~~taxes ~~condensed~~payable ~~balance~~(less ~~sheets~~up into $100,000 of such net interest ~~receivable~~to onpay ~~cash~~dissolution expenses) and ~~marketable~~(iii) ~~securities~~as ~~held~~promptly inas possible following such redemption, dissolve and liquidate the ~~Trust~~balance ~~Account~~of the Company’s net assets to its creditors and remaining stockholders, as part of ~~June~~its 30plan of dissolution and liquidation. The Founder, ~~2022~~the Underwriters, Interest Solutions, LLC, a Connecticut limited liability company and ~~December~~an 31affiliate of ICR, ~~2021~~LLC, ~~respectively~~an investor relations firm providing services to the Company (“Interest Solutions”), and Mr. Weightman, the Company’s Chief Financial Officer, (collectively with Interest Solutions, the “Insiders”) entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their founder shares, insider shares and private shares, and the Founder waived its redemption right with respect to any Public Shares purchased during or after the Offering. However, if the Founder, the Underwriters, the Insiders or any of the Company’s officers, directors or affiliates acquire units or shares of common stock, previously included in the Public Units, in or after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s liquidation (and in case of the Underwriters and Insiders, upon the Company’s redemption) in the event the Company does not complete a Business Combination within the required time period.

The Company will have 15 months from May 21, 2021, the closing date of the Offering, to complete its initial Business Combination (or 21 months if the Company extends the period of time to consummate a Business Combination two times by an additional three months each time (for a total of 6 months); provided that our Sponsor (or its designees) must deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the Underwriters’ over-allotment option) for each 3-month extension of the time period to complete our initial Business Combination, in exchange for a non-interest bearing, unsecured promissory note). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (“Interest Solutions”), and Mr. Weightman, the Company’s Chief Financial Officer, (collectively with Interest Solutions, the “Insiders”) entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their founder shares, insider shares and private shares, and the Founder waived its redemption right with respect to any Public Shares purchased during or after the Offering. However, if the Founder, the Underwriters, the Insiders or any of the Company’s officers, directors or affiliates acquire units or shares of common stock, previously included in the Public Units, in or after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s liquidation (and in case of the Underwriters and Insiders, upon the Company’s redemption) in the event the Company does not complete a Business Combination within the required time period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit.

On August 30, 2022, the Company and Convalt Energy, Inc. (“Convalt”) issued a joint press release and announced that the Company and Convalt have entered into a non-binding term sheet (the “Term Sheet”) for a Business Combination. Convalt is a vertically integrated renewable energy company in the business of manufacturing solar panels, generating renewable power at company-owned power generation facilities, and providing engineering and construction services including solar panel recycling for renewable energy projects. On November 15, 2022, the exclusivity period of the Term Sheet expired, and the Company and Convalt mutually agreed not to pursue this transaction and amicably parted ways.

Going Concern Consideration

As of ~~June~~September 30, 2022, the Company had $~~162~~49,~~880~~516 in cash and working capital deficit of $~~791~~2,~~051~~082,900. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem its shares of common stock. Further, as discussed above, the Company ~~has~~is noceasing ~~present~~its ~~revenue,~~activities ~~its~~with ~~business~~respect ~~plan~~to isconsummating ~~dependent~~a onBusiness ~~the~~Combination ~~completion~~and ofwill ainstead ~~Business~~be ~~Combination~~dissolving and itliquidating ~~expects~~the assets. These factors, among others, raise substantial doubt about the Company’s ability to continue toas ~~incur~~a ~~significant~~going ~~costs~~concern. inThe ~~pursuit~~financial ofstatements ~~its~~do ~~Business~~not ~~Combination~~include ~~plans~~any adjustments that might result from the Company’s inability to continue as a going concern.

In connection with the Company's assessment of going concern considerations, management has determined that the liquidity condition and the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the liquidation date of August 21, 2022 (or up to February 21, 2023, if applicable), raises substantial doubt about the Company's ability to continue as a going concern. On August 8, 2022,

the Company filed a proxy statement for a special meeting of stockholders to be held on August 19, 2022 to extend the date by which the Company must consummate a Business Combination from August 21, 2022 to February 21, 2023. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 21, 2022.

If the proceeds not held in the Trust Account become insufficient to allow the Company to operate for at least 12 months from the closing date of the Offering, assuming that a Business Combination is not consummated during that time, the Company intends to manage its cash flow through the timing and payment of expenses or, if necessary, raising additional funds from the Sponsor to ensure the proceeds not held in the Trust Account will be sufficient to allow it to operate for the lesser of 12 months or all available extension periods. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. Over this time period, the Company intends to use these funds primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the accompanying unaudited condensed financial ~~statements. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.~~

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or any future interim period.9

statements. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022. The condensed balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or any future interim period.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

Net Loss Per Share of Common Stock

The Company’s condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account, net of tax, by the weighted-average number of common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, net of tax, by the weighted-average number of non-redeemable common stock outstanding for the period, basic and diluted.

When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Reconciliation of Net Loss Per Common Share

In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, net of tax, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows:

	Three Months Ended June 30,						Six Months Ended			Period from February 23, 2021 (Date of Inception) through
	2022			2021			June 30, 2022			June 30, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to redemption
Interest earned on marketable securities held in Trust Account, net of taxes	$	191,359		$	564		$	202,736		$	564
Net income attributable to common stock subject to possible redemption	$	191,359		$	564		$	202,736		$	564
Denominator: Weighted-average common shares subject to redemption
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		20,900,000			9,347,253			20,900,000			6,645,313
Basic and diluted net income per share, common stock subject to possible redemption	$	0.01		$	0.00		$	0.01		$	0.00
Non-Redeemable common stock
Numerator: Net loss minus net earnings - Basic and diluted
Net loss	$	(306,001	)	$	(382,539	)	$	(865,757	)	$	(418,258	)
Less: net income attributable to common stock subject to redemption		(191,359	)		(564	)		(202,736	)		(564	)
Net loss attributable to non-redeemable common stock	$	(497,360	)	$	(383,103	)	$	(1,068,493	)	$	(418,822	)
Denominator: Weighted-average non-redeemable common shares
Weighted-average non-redeemable common shares outstanding, basic and diluted		6,179,000			5,504,956			6,179,000			5,315,711
Basic and diluted net loss per share, non-redeemable common stock	$	(0.08	)	$	(0.07	)	$	(0.17	)	$	(0.08	)

Cash and Cash Equivalents

exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

	Three Months Ended September 30,						Nine Months Ended September 30,			Period from February 23, 2021 (Date of Inception) through
	2022			2021			2022			September 30, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to redemption
Interest earned on marketable securities held in Trust Account, net of taxes	$	366,149		$	3,734		$	568,885		$	4,298
Net income attributable to common stock subject to possible redemption	$	366,149		$	3,734		$	568,885		$	4,298
Denominator: Weighted-average common shares subject to redemption
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		13,649,320			20,900,000			18,456,548			12,606,364
Basic and diluted net income per share, common stock subject to possible redemption	$	0.03		$	0.00		$	0.03		$	0.00

Non-Redeemable common stock
Numerator: Net loss minus net earnings - Basic and diluted
Net loss	$	(656,221	)	$	(1,114,865	)	$	(1,521,978	)	$	(1,533,123	)
Less: net income attributable to common stock subject to redemption		(366,149	)		(3,734	)		(568,885	)		(4,298	)
Net loss attributable to non-redeemable common stock	$	(1,022,370	)	$	(1,118,599	)	$	(2,090,863	)	$	(1,537,421	)
Denominator: Weighted-average non-redeemable common shares
Weighted-average non-redeemable common shares outstanding, basic and diluted		6,179,000			6,179,000			6,179,000			5,676,723
Basic and diluted net loss per share, non-redeemable common stock	$	(0.17	)	$	(0.18	)	$	(0.34	)	$	(0.27	)

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

Cash and Marketable Securities Held in Trust Account

As of ~~June~~September 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Offering Costs

Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering.

Common Stock Subject to Possible Redemption

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of ~~June~~September 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. As of ~~June~~September 30, 2022 and December 31, 2021, 4,223,437 and 20,900,000 shares of common stock were issued and outstanding that are subject to possible redemption, respectively.

Stock-based Compensation

Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of ~~June~~September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of ~~June~~September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Revision to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for the three- and nine-month periods ended September 30, 2021, the Company concluded it should revise its condensed financial statements to classify all its public shares to common stock subject to possible redemption in temporary equity. In accordance with the SEC and its guidance on redeemable equity instruments, Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its public shares in permanent equity, or total stockholders’ deficit. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem shares of common stock issued in the Offering in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside permanent equity. As a result, the Company revised its previously filed condensed financial statements to classify all of the shares of common stock issued in the Offering as temporary equity. The change in the carrying value of the common stock subject to possible redemption resulted in a decrease of approximately $10.1 million in additional paid-in capital, as well as a reclassification of 999,485 shares of common stock subject to possible redemption from permanent equity to temporary equity.

The impact of the revision to the unaudited condensed balance sheet as of June 30, 2021 is a reclassification of $10.1 million from total stockholders’ deficit (permanent equity) to common stock subject to possible redemption (temporary equity). There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the common stock subject to possible redemption, the Company has revised its net loss per share calculation for the change in the number of shares of common stock subject to possible redemption. Net loss per share, non-redeemable common stock increased by $0.01, for the three and six months ended June 30, 2021.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company assessed the potential impact of ASU 2020-06 and determined it would not have a material impact on the condensed financial statements as presented.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

3. OFFERING

On May 21, 2021, the Company completed the closing of the Offering whereby the Company sold 20,000,000 Public Units at a price of $10.00 per Public Unit. Each Public Unit consists of one share of the Company’s common stock, and one-half (1/2) of a public warrant. Each whole public warrant is exercisable for one share of common stock at a price of $11.50 per full share. As a result, increments of two public warrants must be exercised in order to obtain whole shares of common stock upon the exercise of the public warrants. The exercise price of the public warrants may be adjusted in certain circumstances as discussed in Note 6. Under the terms of the warrant agreement dated May 18, 2021 (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act following the completion of the Company’s Business Combination.

No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the public warrants will expire worthless at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the public warrants during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the public warrants become exercisable, the Company may redeem the outstanding public warrants in whole and not in part at a price of $0.01 per public warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the public warrant holders.

On July 2, 2021, the Company announced that the holders of the Company’s Public Units may elect to separately trade the securities underlying such Public Units which commenced on July 9, 2021. Any Public Units not separated will continue to trade on the Nasdaq under the symbol “GIWWU.” Any underlying shares of common stock and warrants that are separated will trade on the Nasdaq under the symbols “GIW” and “GIWWW,” respectively.

4. RELATED PARTY TRANSACTIONS

Founder Shares

During the period from February 23, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,210,000 shares of common stock (the “Founder Shares”), after giving effect to the forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters partially exercising their over-allotment option on May 28, 2021, for an aggregate purchase price of $25,000, or $0.0047985 per share. The Company also issued 5,000 shares of common stock, solely in consideration of future services, to Mr. Weightman, its Chief Financial Officer, pursuant to the Insider Shares Grant Agreements dated May 18, 2021 between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.

Shares Grant Agreements dated May 18, 2021 between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.

Private Placement

The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 300,000 Private Placement Units, respectively, at a price of $10.00 per Private Placement Unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. Concurrently with the partial exercise of the over-allotment option by the Underwriters on May 28, 2021, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of the Company’s common stock and one-half (1/2) of one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act following the completion of the Company’s Business Combination.

No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the Private Placement Warrants will expire worthless at the end of such period, which is what will occur in light of the fact that the Company is ceasing its efforts to consummate a Business Combination. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders.

The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 6 months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s Business Combination.

Unlike the public warrants included in the Public Units sold in the Offering, if held by the original holder or its permitted transferees, the Private Placement Warrants are not redeemable by the Company and, subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the Private Placement Warrants are held by holders other than the initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the warrants included in the Offering.

Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s Business Combination.

If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders.

Administrative Services Agreement and Other Agreements

The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on May 19, 2021, the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On January 1, 2022, the payment for such services was deferred until after the Business Combination is completed, and $270,000 is included in payable to related parties as of September 30, 2022.

On May 18, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Chief Financial Officer, who holds 5,000 Insider Shares. Mr. Weightman is initially receiving $5,000 per month for his services and such amount could increase to up to $10,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since May 18, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering.

5. COMMITMENTS AND CONTINGENCIES

Registration Rights

On May 18, 2021, the Company entered into a Registration Rights Agreement with its Founder, the Underwriters and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement.

Underwriters Agreement

The Company granted the Underwriters a 45-day option to purchase up to an additional 3,000,000 Public Units to cover any over-allotments, at the Offering price less underwriting discounts and commissions.

The Company paid an underwriting discount of $0.20 per Public Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Public Unit, or $7,000,000 in the aggregate. On May 28, 2021, the Underwriters partially exercised the over-allotment option and amended the Underwriting Agreement whereby the related discount and commissions associated with the over-allotment of $495,000 was deferred. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement, including the performance of services described below. As further described in Note 4, the Underwriters have purchased 300,000 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant, for an aggregate purchase price of $3,000,000. Concurrently with the closing of the sale of the over-allotment Public Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit generating gross proceeds of $90,000.

The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination.

including the performance of services described below. As the Company is ceasing its efforts to consummate a Business Combination, the deferred underwriting commissions will not become payable. As further described in Note 4, the Underwriters have purchased 300,000 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant, for an aggregate purchase price of $3,000,000. Concurrently with the closing of the sale of the over-allotment Public Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit generating gross proceeds of $90,000.

The Underwriters agreed to use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. As the Company is ceasing its efforts to consummate a Business Combination, all such activities have been terminated.

6. STOCKHOLDERS’ DEFICIT

Common Stock

The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of ~~June~~September 30, 2022 and December 31, 2021, there were 6,184,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 4,223,437 and 20,900,000 shares of common stock subject to possible redemption issued and outstanding as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of ~~June~~September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding.

Warrants (Public Warrants and Private Placement Warrants)

Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period (or such lesser period depending upon the number of three-month extensions which occur) if the Company extends the period of time to consummate its initial Business Combination as set forth in the Company’s amended and restated certificate of incorporation), the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.

Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public Units and Private Placement Units.

As of June 30, 2022 and December 31, 2021, there were warrants outstanding of 10,929,490 and 10,929,495, respectively.

the Company is unable to deliver registered shares of common stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. However, as noted above, as a result of the Company ceasing its efforts to consummate a Business Combination, all warrants will expire worthless.

As of September 30, 2022 and December 31, 2021, there were warrants outstanding of 10,929,489 and 10,929,495, respectively.

Stock-based Compensation

Included in the outstanding shares of common stock are 15,000 Insider Shares, of which 5,000 Insider Shares were issued to Mr. Weightman, the Company’s Chief Financial Officer, and 10,000 Insider Shares were issued to Interest Solutions solely in consideration of future services to the Company, pursuant to the Insider Shares Grant Agreements dated May 18, 2021, between the Company and each of the Insiders. The 5,000 Insider Shares issued to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. The 10,000 Insider Shares issued to Interest Solutions are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the grant date fair value of the common stock will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable.

7. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.

The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the warrants issued in the Offering. The public warrants did not start trading separately until July 9, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the public warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a public warrant. Accordingly, the Private Placement Warrants are valued upon observable data and are classified as Level 2 financial instruments.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description:	Level	June 30, 2022		December 31, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	211,245,761	$	211,099,649
Liabilities:
Warrant liability	2	$	28,770	$	278,110

Placement Warrants were initially classified as Level 3 financial instruments. After the public warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a public warrant. Accordingly, the Private Placement Warrants are valued upon observable data and are classified as Level 2 financial instruments.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description:	Level	September 30, 2022		December 31, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	43,202,859	$	211,099,649
Liabilities:
Warrant liability	2	$	38,360	$	278,110

The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statements of operations and comprehensive loss for the periods presented.

Additionally, there was $~~144~~80,~~339~~536 and $1,793 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheets in interest receivable on cash and marketable securities held in the Trust Account as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

8. SUBSEQUENT EVENTS

On October 19, 2022, in connection with the third monthly contribution, the Sponsor deposited an additional $200,000 into the Trust Account, and the Company entered into the second amendment to the Extension Note to include the aggregate of the first, second, and third monthly contribution amounts, reflecting an aggregate principal amount thereunder of $600,000.

On November 21, 2022, the Company announced that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation due to the Company’s inability to consummate a Business Combination by the end of the Combination Period. The Company will redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to pay taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which expired worthless. Subject to the terms of the Underwriting Agreement, the deferred underwriting fee was waived by the Underwriters, due to the Company’s inability to consummate a Business Combination by the end of the Combination Period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to GigInternational1, Inc. References to our “management” or our “management team” refer to our officers and directors. References to the “Sponsor” or “Founder” refer to GigInternational1 Sponsor, LLC. References to the “Insiders” refer to Mr. Weightman, our Chief Financial Officer, and Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company. References to "Initial Stockholders" refer to the Founder together with the Insiders. References to "Founder Shares" refer to the initial shares of common stock purchased by the Founder. References to "Insider Shares" refer to shares of common stock granted to the Insiders. References to "Private Placement Units" refer to the units sold to the Founder and the Underwriters in a private placement. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “may,” “might,” “plan,” “possible,” “potential,” “should, “would” and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a ~~newly organized~~ Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition vehicle, incorporated in the State of Delaware and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, or engaging in any other similar ~~business~~Business ~~combination~~Combination with one or more businesses or entities. We do not intend to effectuate our initial ~~business~~Business ~~combination~~Combination ~~using~~as ~~cash~~discussed ~~from~~above ~~the~~and ~~proceeds~~will ~~from~~instead ~~the~~be ~~sale~~dissolving ofand liquidating our assets. The Public Units sold in our initial public offering (the “Offering” or “IPO”), the sale of the Private Placement Units to our Founder and Underwriters, the sale of common stock to our Founder, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt. The Public Units sold in the Offering each consisted of one share of common stock, and one-half (1/2) of one redeemable warrant to purchase our common stock (no fractional shares will be issued upon exercise of the warrants). The Private Placement Units were substantially similar to the Public Units sold in the Offering, but for certain differences in the warrants included in each of them. For clarity, the warrants included in the Public Units are referred to herein as the “public warrants”, and the warrants included in the Private Placement Units are referred to herein as the “private warrants.”

The issuance of additional shares of common stock or the creation of one or more classes of preferred stock during our initial business combination:

• may significantly dilute the equity interest of investors in the Offering who would not have pre-emption rights in respect of any such issue;

• may subordinate the rights of holders of common stock if the rights, preferences, designations and limitations attaching to the preferred shares are senior to those afforded our shares of common stock;

• could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

• may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

• may adversely affect prevailing market prices for our shares of common stock.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

• default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

• our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

• our inability to pay dividends on our shares of common stock;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. For the period from February 23, 2021 (date of inception) through ~~June~~September 30, 2022, our only activities have been organizational activities, those necessary to prepare for the Offering and to search for a target business for the ~~business~~Business ~~combination~~Combination. We ~~do not expect to~~ generate ~~any operating revenues until after completion of our initial business combination. We generate~~ non-operating income in the form of interest income on cash and marketable securities held in the Trust Account at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee, which was funded after the Offering to hold an amount of cash and marketable securities equal to that raised in the Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements as of and for the period ended December 31,

2019

Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee, which was funded after the Offering to hold an amount of cash and marketable securities equal to that raised in the Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements as of and for the period ended December 31, 2021 as filed with the SEC on March 31, 2022. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~June~~September 30, 2022, we had a net loss of $~~306~~656,~~001~~221, which consisted of operating expenses of $~~641~~1,~~210~~009,703, a provision for income taxes of $81155,~~385~~731, ~~that~~interest ~~were~~expense ~~partially~~of ~~offset~~$3,077 byand other ~~income~~expense from the change in fair value of the warrant liability of $~~143~~9,~~850~~590, ~~and~~that were partially offset by interest income on marketable securities held in the Trust Account of $~~272~~521,~~744~~880.

For the three months ended ~~June~~September 30, 2021, we had a net loss of $~~382~~1,~~539~~114,865, which consisted of operating expenses of $~~304~~1,~~833~~049,266, a provision for income taxes of $~~240~~1,587, and other expense from the change in fair value of the warrant liability of $7869,~~270~~333, that were partially offset by the interest income on marketable securities held in the Trust Account of $~~804~~5,321.

For the ~~six~~nine months ended ~~June~~September 30, 2022, we had a net loss of $~~865~~1,~~757~~521,978, which consisted of operating expenses of $12,~~317~~327,~~833~~536, a provision for income taxes of $85241,~~922~~653 and interest expense of $3,077, that were partially offset by other income from the change in fair value of the warrant liability of $~~249~~239,~~340~~750 and interest income on marketable securities held in the Trust Account of $~~288~~810,~~658~~538.

For the period from February 23, 2021 (date of inception) through ~~June~~September 30, 2021, we had a net loss of $~~418~~1,~~258~~533,123, which consisted of operating expenses of $~~340~~1,~~552~~389,818, a provision for income taxes of $~~240~~1,827, and other expense from the change in fair value of the warrant liability of $78147,~~270~~603, that were partially offset by the interest income on marketable securities held in the Trust Account of $~~804~~6,125.

Liquidity and Capital Resources

During the period from February 23, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,210,000 Founder Shares, after giving effect to the forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters partially exercising their over-allotment option on May 28, 2021, for an aggregate purchase price of $25,000, or $0.0047985 per share. The Company also issued 5,000 Insider Shares to Mr. Weightman, its Chief Financial Officer, pursuant to the Insider Shares Grant Agreement dated May 18, 2021, between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the ~~business~~Business ~~combination~~Combination.

On May 28, 2021, the Underwriters partially exercised their over-allotment option resulting in the forfeiture of 525,000 Founder Shares. On May 18, 2021, the Company consummated the IPO of 20,000,000 units (the “Public Units”). On May 28, 2021, the Company completed the issuance of 900,000 additional Public Units as a result of the Underwriters’ partial exercise of their over-allotment option. The Public Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $209,000,000.

As of ~~June~~September 30, 2022, we held cash and marketable securities in the amount of $~~211~~43,~~245~~202,~~761~~859 ~~(including $155,761 of interest earned)~~ in the Trust Account. In addition, there was interest receivable to the Trust Account of $~~144~~80,~~339~~536. The marketable securities consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Interest income earned from the funds held in the Trust Account may be used by us to pay taxes. For the ~~six~~nine months ended ~~June~~September 30, 2022, tax relating to interest earned on the Trust Account totaled $85241,~~922~~653.

For the ~~six~~nine months ended ~~June~~September 30, 2022, cash used in operating activities was $~~712~~1,~~555~~032,581, consisting of a net loss of $~~865~~1,~~757~~521,978, a decrease in the fair value of the warrant liability of $~~249~~239,~~340~~750 and interest earned on marketable securities held in the Trust Account of $~~288~~810,~~658~~538, plus aan ~~decrease~~increase in ~~accrued liabilities of $136,059 and a decrease in~~ receivables from related party of $16,~~525~~286, that were partially offset by increases in payable to related parties of $~~302~~522,~~206~~053, accounts payable of $81117,~~885~~286, other current liabilities of $81237,~~523~~253, accrued liabilities of $87,039 and decreases in prepaid expenses of $~~260~~479,~~079~~249 and other long-term assets of $103,091.

For the period from February 23, 2021 (date of inception) to ~~June~~September 30, 2021, cash used in operating activities was $1,~~597~~886,~~890~~035, consisting of a net loss of $~~418~~1,~~258~~533,123, increases in prepaid expenses of $~~869~~838,~~505~~373 and other long-term assets of $506,679, plus interest earned on marketable securities held in the Trust Account of $804, that were partially offset by increases in the fair value of the warrant liability of $78,270, stock-based compensation of $94,700, payable to related parties of $6,882, accounts payable of $10,321, accrued liabilities of $6,943 and other current liabilities of $240.

2120

~~There~~long-term ~~were~~assets noof ~~cash~~$304,885, ~~flows~~plus ~~from~~interest ~~investing~~earned ~~activities~~on ~~during~~marketable ~~the~~securities ~~six~~held ~~months~~in ~~ended~~the ~~June~~Trust 30Account of $6,125, ~~2022.~~that ~~For~~were ~~the~~partially ~~period~~offset ~~from~~by ~~February~~increases ~~23,~~in ~~2021~~the ~~(date~~fair value of ~~inception)~~the towarrant ~~June~~liability ~~30,~~of ~~2021~~$147,603, ~~cash~~stock-based ~~used~~compensation inof ~~investing~~$94,700, ~~activities~~payable ~~was~~to related parties of $~~211~~13,~~090~~177,~~000,~~ ~~consisting~~accounts payable of an$13,925, ~~investment~~accrued liabilities of ~~cash~~$525,239 inand ~~Trust~~other ~~Account~~current liabilities of $~~211~~1,~~090,000~~827.

~~There~~For ~~were no cash flows from financing activities during~~ the ~~six~~nine months ended ~~June~~September 30, 2022~~. During the period from February 23~~, ~~2021~~cash ~~(date~~provided ofby ~~inception)~~investing ~~through June 30, 2021, financing~~ activities ~~provided~~was ~~cash of~~ $~~214~~168,~~138~~628,~~945 due to the proceeds from the sale of common stock to the Founder of $25~~585,~~000,~~ ~~from~~consisting ~~the sale~~ of ~~Public~~cash ~~Units,~~withdrawn ~~net of underwriting discounts paid, of $205,000,000,~~ from the ~~sale~~Trust ofAccount ~~Private Placement Units to the Founder~~ of $6169,~~500~~028,~~000,~~585 ~~from the sale of Private Placement Units to the Underwriters of $3,090,000, and from the borrowing from a related party of $125,000,~~ that ~~were~~was partially offset by ~~the~~an ~~payment~~investment of ~~offering~~cash ~~costs~~in ofTrust ~~$476,055~~Account ~~and the repayment~~ of ~~borrowing from a related party of~~ $~~125~~400,000.

WeFor ~~intend to use substantially all of~~ the ~~funds~~period ~~held~~from inFebruary ~~the Trust Account~~23, ~~including~~2021 ~~any amounts representing interest earned on the Trust Account~~ (~~which~~date ~~interest shall be net~~ of ~~taxes payable by us~~inception). ~~We may withdraw interest~~ to ~~pay~~September ~~taxes.~~30, We2021, ~~estimate~~cash ~~our~~used ~~annual~~in ~~franchise~~investing ~~tax~~activities ~~obligations~~was ~~to be approximately~~ $~~200~~211,090,000., ~~Our~~consisting ~~annual~~of ~~income~~an ~~tax~~investment ~~obligations will depend on the amount~~ of ~~interest~~cash ~~and other income earned on the amounts held~~ in ~~the~~ Trust Account. To the extent that our capital stock is used in whole or in part as consideration to affect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of ~~the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations~~$211, ~~for strategic acquisitions and for marketing~~090, ~~research and development of existing or new products~~000. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

AsFor ~~of June 30, 2022, we had cash of $162,880 held outside~~ the ~~Trust~~nine ~~Account. We believe that the proceeds not held in the Trust Account may not be sufficient to allow us to operate for at least the next 12~~ months. ~~Since~~ended ~~the~~September ~~closing~~30, ~~of the IPO~~2022, wecash ~~have~~ used ~~the~~in ~~funds~~financing ~~held~~activities ~~outside~~was ~~the Trust Account primarily for identifying and evaluating prospective acquisition candidates~~$168, ~~performing business due diligence on prospective target businesses~~421, ~~traveling to and from the offices~~923, ~~plants~~consisting ~~or similar locations~~ of ~~prospective~~cash ~~target~~paid ~~businesses,~~for ~~reviewing~~the ~~corporate~~redemption ~~documents~~of ~~and~~public ~~material~~units ~~agreements~~ of ~~prospective target businesses~~$168, ~~selecting the target business to acquire and structuring~~751,923 ~~negotiating~~ and ~~consummating~~ the ~~business~~payment ~~combination.~~of ~~The~~deferred ~~Company~~offering ~~intends~~costs ~~to manage its cash flow through the timing and payment~~ of ~~expenses or~~$70, ~~if necessary~~000, ~~raising~~that ~~additional~~were ~~funds~~partially ~~from~~offset ~~the~~by ~~Sponsor~~cash ~~to ensure the~~ proceeds ~~not~~from ~~held~~a inrelated ~~the~~party ~~Trust~~borrowing ~~Account~~of ~~will be sufficient to allow it to operate for at least the next 12 months~~$400,000.

IfFor ~~our estimates of~~ the ~~costs~~period offrom ~~undertaking~~February ~~in-depth~~23, ~~due~~2021 ~~diligence~~(date ~~and~~of ~~negotiating~~inception) ~~our~~through ~~initial~~September ~~business~~30, ~~combination are less than the actual amount necessary to do so~~2021, wefinancing ~~may~~activities ~~have~~provided ~~insufficient~~cash ~~funds~~of ~~available to operate our business prior to our initial business combination. Moreover~~$214,138,945 wedue ~~may need~~ to ~~obtain~~the ~~additional~~proceeds ~~financing~~from ~~either~~the tosale ~~consummate~~of ~~our~~common ~~initial~~stock ~~business combination or because we become obligated~~ to ~~redeem~~the aFounder ~~significant number~~ of ~~our~~$25,000, ~~public~~from ~~shares~~the ~~upon~~sale ~~consummation~~ of ~~our~~Public ~~initial business combination~~Units, innet ~~which~~of ~~case~~underwriting wediscounts ~~may issue additional securities or incur debt in connection with such business combination. In order to finance operating and/or transaction costs in connection with a business combination~~paid, ~~our~~of ~~Founder~~$205, ~~executive officers~~000, ~~directors~~000, orfrom ~~their~~the ~~affiliates~~sale ~~may,~~of ~~but~~Private ~~are~~Placement ~~not~~Units ~~obligated~~ to, ~~loan us funds. In~~ the ~~event~~Founder ~~that~~of ~~our initial business combination does not close~~$6,500,000, wefrom ~~may~~the ~~use~~sale ~~a portion~~ of ~~the~~Private ~~working~~Placement ~~capital~~Units ~~held~~to ~~outside~~ the ~~Trust~~Underwriters ~~Account~~of to$3,090,000, ~~repay~~and ~~such~~from ~~loaned~~the ~~amounts~~borrowing ~~but no proceeds~~ from ~~our~~a ~~Trust~~related ~~Account~~party ~~would~~of ~~be used for such repayment. Up to~~ $1125,~~500,~~000, ofthat ~~such~~were ~~loans~~partially ~~may~~offset beby ~~convertible~~the ~~into~~payment ~~units~~ of ~~the~~offering ~~post-business~~costs ~~combination entity at a price~~ of $~~10.00~~476,055 ~~per~~and ~~unit at~~ the ~~option~~repayment of ~~the~~borrowing ~~lender.~~from ~~The~~a ~~units~~related ~~would~~party beof ~~identical to the Private Placement Units~~$125,000.

~~Following~~We ~~our~~intend ~~initial~~to ~~business~~use ~~combination~~substantially all of the funds held in the Trust Account, ifincluding ~~cash~~any amounts representing interest earned on ~~hand~~the isTrust ~~insufficient,~~Account we(which interest shall be net of taxes payable by us). We may ~~need~~withdraw interest to ~~obtain~~pay ~~additional~~taxes ~~financing~~and to withdraw up to $100,000 to cover liquidation expenses. All other amounts in ~~order~~the Trust Account will be used to ~~meet~~redeem shares issued as constituent parts of the units sold in the Offering. We estimate our annual franchise tax obligations for 2022 to be approximately $146,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account.

As of September 30, 2022, we had cash of $49,516 held outside the Trust Account. We believe that the proceeds not held in the Trust Account may not be sufficient to allow us to operate up to February 1, 2023 if all one-month extensions are exercised prior to the consummation of the Business Combination. Since the closing of the IPO, we have used the funds held outside the Trust Account primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2022, we have not entered into any off-balance sheet financing arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of ~~June~~September 30, 2022, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Founder a monthly fee of $30,000 for office space, administrative services and secretarial support. We began incurring these fees on May 19, 2021 and will continue to incur these fees monthly until the earlier of the completion of the ~~business~~Business ~~combination~~Combination or our liquidation. On January 1, 2022, the payment for such services was deferred until after the Business Combination is completed, which will now not occur as discussed above.

as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since May 18, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

Net Loss Per Common Share

Our condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of tax, by the weighted-average number of common stock subject to possible redemption outstanding since original issuance.

When calculating our diluted net loss per share, we have not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the periods it was outstanding. Since we were in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

In accordance with the two-class method, our net loss is adjusted for net income that is attributable to common stock subject to redemption, net of tax, as these shares only participate in the income of the Trust Account and not our losses. Accordingly, net loss per common share, basic and diluted, is calculated as follows:

2322

	Three Months Ended June 30,						Six Months Ended			Period from February 23, 2021 (Date of Inception) through
	Three Months Ended September 30,						Nine Months Ended September 30,			Period from February 23, 2021 (Date of Inception) through
	2022			2021			~~June 30,~~ 2022			~~June~~September 30, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to redemption
Interest earned on marketable securities held in Trust Account, net of taxes	$	~~191~~366,~~359~~149		$	~~564~~3,734		$	~~202~~568,~~736~~885		$	~~564~~4,298
Net income attributable to common stock subject to possible redemption	$	~~191~~366,~~359~~149		$	~~564~~3,734		$	~~202~~568,~~736~~885		$	~~564~~4,298
Denominator: Weighted-average common shares subject to redemption
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		2013,~~900~~649,~~000~~320			920,~~347~~900,~~253~~000			2018,~~900~~456,~~000~~548			612,~~645~~606,~~313~~364
Basic and diluted net income per share, common stock subject to possible redemption	$	0.0103		$	0.00		$	0.0103		$	0.00
Non-Redeemable common stock
Numerator: Net loss minus net earnings - Basic and diluted
Net loss	$	(~~306~~656,~~001~~221	)	$	(~~382~~1,~~539~~114,865	)	$	(~~865~~1,~~757~~521,978	)	$	(~~418~~1,~~258~~533,123	)
Less: net income attributable to common stock subject to redemption		(~~191~~366,~~359~~149	)		(~~564~~3,734	)		(~~202~~568,~~736~~885	)		(~~564~~4,298	)
Net loss attributable to non-redeemable common stock	$	(~~497~~1,~~360~~022,370	)	$	(~~383~~1,~~103~~118,599	)	$	(12,~~068~~090,~~493~~863	)	$	(~~418~~1,~~822~~537,421	)
Denominator: Weighted-average non-redeemable common shares
Weighted-average non-redeemable common shares outstanding, basic and diluted		6,179,000			56,~~504~~179,~~956~~000			6,179,000			5,~~315~~676,~~711~~723
Basic and diluted net loss per share, non-redeemable common stock	$	(0.0817	)	$	(0.0718	)	$	(0.1734	)	$	(0.0827	)

Common Stock subject to possible redemption

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of ~~June~~September 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.

Warrant Liability

2423

changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company assessed the potential impact of ASU 2020-06 and determined it would not have a material impact on the condensed financial statements as presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

During our most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, we supplement the risk factors disclosed in our Annual Report on Form 10-K that was filed with the SEC on March 31, 2022 ~~and our Quarterly Report on Form 10-Q that was filed~~ with the ~~SEC on May 16, 2022 with the~~ following risk factors. Any of these factors disclosed in our Annual Report on Form 10-K or herein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Recent~~Changes ~~volatility~~ in ~~capital~~laws ~~markets~~or ~~may~~regulations, ~~affect~~or ~~our~~a ~~ability~~failure to ~~obtaining~~comply ~~financing~~with ~~for~~any ~~our~~laws ~~initial~~and ~~business~~regulations, ~~combination~~may ~~through~~adversely ~~sales~~affect of our ~~shares~~business, ofand ~~common~~results ~~stock or issuance~~ of ~~indebtedness~~operations.

~~With~~We ~~uncertainty~~are inand ~~the~~will ~~capital~~be ~~markets~~subject to laws and ~~other~~regulations ~~factors,~~enacted ~~financing~~by ~~for~~national, ~~our~~regional ~~initial~~and ~~business~~local ~~combination~~governments ~~may~~and, ~~not~~potentially, beforeign ~~available~~jurisdiction. onIn ~~terms~~particular, ~~favorable~~we towill usbe orrequired atto ~~all.~~comply Ifwith wecertain ~~raise~~SEC ~~additional~~and ~~funds~~other ~~through~~legal ~~further~~requirements, ~~issuances~~our ofBusiness ~~equity~~Combination ormay ~~convertible~~be ~~debt~~contingent ~~securities,~~on our ~~existing~~ability ~~stockholders~~to ~~could~~comply ~~suffer~~with ~~significant~~certain ~~dilution,~~laws and regulations and any ~~new~~post-business ~~equity~~combination ~~securities~~company wemay ~~issue~~be ~~could~~subject ~~have~~to ~~rights,~~additional ~~preferences,~~laws and ~~privileges~~regulations. ~~superior~~Compliance towith, ~~those~~and monitoring of, ~~holders~~applicable oflaws ~~our~~and ~~shares~~regulations ofmay ~~common~~be ~~stock~~difficult, time consuming and costly. ~~Any~~Those ~~debt~~laws ~~financing~~and ~~secured~~regulations byand ustheir ~~could~~interpretation ~~involve~~and ~~additional~~application ~~restrictive~~may ~~covenants~~also ~~relating~~change from time to ~~our~~time, ~~capital-raising~~including ~~activities~~as ~~and~~a ~~other~~result ~~financial~~of ~~and~~changes ~~operational~~in ~~matters~~economic, ~~which~~political, ~~may~~social ~~limit~~and ~~the~~government ~~operations~~policies, and ~~growth~~those ofchanges ~~the~~could ~~surviving~~have ~~company~~a ofmaterial ~~our~~adverse ~~initial~~effect on our business, ~~combination~~investments and results of operations. IfIn weaddition, ~~are~~a ~~unable~~failure to ~~obtain~~comply ~~adequate~~with ~~financing~~applicable laws or ~~financing~~regulations, onas ~~terms~~interpreted ~~satisfactory~~and ~~to us~~applied, we could ~~face~~have ~~significant~~a ~~limitations~~material adverse effect on our business, including our ability to negotiate and complete our initial ~~business~~Business ~~combination~~Combination, and results of operations.

~~There~~On ~~are~~March no30, ~~assurances~~2022, ~~that~~the SEC issued proposed rules relating to, among other items, increasing disclosures in Business Combination transactions involving special purpose acquisition companies (SPACs) and private operating companies; amending the ~~extension~~financial ~~request~~statement ~~will~~requirements ~~enable~~applicable usto transactions involving shell companies; changing the treatment of financial projections in SEC filings in connection with proposed Business Combination transactions; increasing the potential liability of certain participants in proposed Business Combination transactions; and a proposed safe harbor for SPACs under the Investment Company Act (including certain time limits to ~~complete~~announce and consummate a ~~business~~Business ~~combination~~Combination). These proposed rules, if adopted, whether in the form proposed or in revised form, may materially impact our operations.

WeThere ~~recently~~is ~~filed~~substantial adoubt ~~definitive~~about ~~proxy~~our ~~statement~~ability ~~in connection with a special meeting~~ to becontinue ~~held~~as ~~for the purpose of voting on: (i)~~ a ~~proposal to amend (the~~ “~~Charter~~going Amendment”) the Company’s amended and restated certificate of incorporation giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) six (6) times for an additional one (1) month each time, from August 21, 2022 to February 21, 2023 (iconcern.~~e., for a period of time ending 21 months from the consummation of its IPO (the “Charter Amendment Proposal~~”) and (ii) a proposal to amend the Company’s investment management trust agreement, dated as of May 18, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period six (6) times for an additional one (1) month each time from August 21, 2022 to February 21, 2023 (the “Trust Amendment”) by depositing into the Trust Account for each one-month extension the lesser of: (x) $200,000 or (y) $0.05 per share multiplied by the number of public shares then outstanding (the “Trust Amendment Proposal”). The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company more time to complete its initial business combination and reduce the amount of funds to be deposited in the Trust Account to secure the extension of the Combination Period.

~~The~~As ~~Company’s~~of ~~IPO~~September ~~prospectus~~30, ~~and~~2022, ~~charter provide that~~ the Company ~~has~~had ~~the~~$49,516 ~~right~~in tocash ~~extend~~and ~~the~~working ~~Combination~~capital ~~Period~~deficit ~~two~~of ($2~~) times for an additional three (3) months each time from August 21~~, ~~2022 (i.e.~~082,900. 15On ~~months~~November ~~from the consummation of the IPO) up to February~~ 21, ~~2023 (i.e.~~2022, ~~21 months from~~ the ~~consummation~~Company ofannounced ~~the~~that ~~IPO).~~it ~~The~~is ~~only~~in ~~way to extend~~ the ~~Combination~~best ~~Period~~interests ~~from~~of ~~August 21, 2022 without~~ the ~~need~~Company ~~for a separate stockholder vote under the charter~~ and ~~Trust~~its ~~Agreement is for our initial~~ stockholders ~~or their affiliates or designees~~ to ~~deposit~~dissolve ~~into~~and ~~the~~liquidate ~~Trust~~in ~~Account~~accordance ~~$2,090,000~~with in the ~~aggregate~~provisions ~~(i.e.,~~of ~~$0.10~~Amended ~~per issued~~ and ~~outstanding~~Restated ~~share~~Certificate of ~~common~~Incorporation ~~stock~~due ~~issued~~to in the ~~IPO~~Company’s ~~(the~~inability ~~“public~~to ~~share”)),~~consummate ~~for~~a ~~each~~Business ~~three-month~~Combination ~~extension,~~by ~~on or prior to~~ the ~~date~~end of the ~~applicable~~Combination ~~deadline~~Period. As aThese ~~result~~factors, ~~our~~among ~~board~~others, ofraise ~~directors~~substantial ~~has~~doubt ~~determined~~about itour isability into ~~the~~continue ~~best~~as ~~interests~~a ofgoing ~~the~~concern. ~~Company~~The ~~and~~financial ~~our~~statements ~~stockholders~~contained toelsewhere ~~extend~~in ~~the~~this ~~Combination~~report ~~Period~~do ~~and~~not ~~reduce~~include ~~the~~any ~~amount~~adjustments ofthat ~~funds~~might toresult befrom ~~deposited~~our ininability ~~the~~to ~~Trust~~continue ~~Account~~as toa ~~secure~~going ~~such extension~~concern.

~~Approving~~To mitigate the ~~extension~~risk ofthat ~~the~~we ~~Combination~~might ~~Period~~be ondeemed ~~new~~to ~~terms~~be ~~involves~~an ainvestment ~~number~~company for purposes of ~~risks.~~the ~~Even~~Investment ifCompany ~~such~~Act, ~~extension~~we ismay, ~~approved~~at any time, instruct the ~~Company~~trustee ~~can~~to ~~provide~~liquidate nothe ~~assurances~~securities ~~that~~held wein ~~will~~the ~~identify~~Trust Account and ~~complete~~instead to hold the funds in the Trust Account in cash until our ~~initial~~liquidation. ~~business~~As ~~combination~~a ~~prior~~result, tofollowing the ~~end~~liquidation of securities in the ~~extended~~Trust ~~Combination~~Account, ~~Period.~~we ~~Our~~would ~~ability~~likely toreceive ~~consummate~~minimal interest, if any, ~~business~~on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

2625

~~combination~~The isfunds ~~dependent~~in onthe Trust Account have, since our Offering, been held only in U.S. government treasury obligations with a ~~variety~~maturity of ~~factors~~185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, ~~many~~to mitigate the risk of ~~which~~us ~~are~~being ~~(as~~deemed ~~may~~to be ~~expected)~~an ~~beyond~~unregistered ~~our~~investment ~~control.~~company We(including ~~are~~under ~~required~~the tosubjective ~~offer~~test ~~stockholders~~of Section 3(a)(1)(A) of the ~~opportunity~~Investment toCompany ~~redeem~~Act) ~~shares~~and inthus ~~connection~~subject ~~with~~to regulation under the ~~Charter~~Investment ~~Amendment~~Company Act, we may, at any time, and we expect that we will, beon ~~required~~or prior to ~~offer~~the ~~stockholders~~24-month ~~redemption~~anniversary ~~rights~~of ~~again~~the ineffective ~~connection~~date ~~with~~of ~~any~~the ~~stockholder~~Registration ~~vote~~Statement, toinstruct ~~approve~~Continental aStock ~~business~~Transfer ~~combination.~~& ~~The~~Trust ~~fact~~Company, ~~that~~the wetrustee ~~will~~with ~~have~~respect ~~separate~~to ~~redemption~~the ~~periods~~Trust inAccount, ~~connection~~to ~~with~~liquidate the ~~extension~~U.S. ofgovernment treasury obligations or money market funds held in the ~~Combination~~Trust ~~Period~~Account and athereafter ~~business~~to ~~combination~~hold ~~vote~~all ~~could~~funds ~~exacerbate~~in ~~these~~the ~~risks.~~Trust ~~Other~~Account ~~than~~ in ~~connection~~cash ~~with~~until athe ~~redemption~~liquidation ~~offer~~of orthe Company. Following such liquidation, ~~our~~we ~~stockholders~~would ~~may~~likely bereceive ~~unable~~minimal tointerest, ~~recover~~if ~~their~~any, ~~investment~~on ~~except~~the ~~through~~funds ~~sales~~held ofin ~~our~~the ~~shares~~Trust Account. However, interest previously earned on the ~~open~~funds ~~market.~~held ~~The~~in ~~price~~the ofTrust ~~our~~Account ~~shares~~still may be ~~volatile~~released to us to pay our taxes, if any, and ~~there~~certain ~~can~~other beexpenses noas ~~assurance~~permitted. ~~that~~As ~~stockholders~~a ~~will~~result, beany ~~able~~decision to ~~dispose~~liquidate ofthe securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our ~~shares~~public atstockholders ~~favorable~~would ~~prices,~~receive upon any redemption or atliquidation ~~all.~~of the Company.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Founder Shares

During the period from February 23, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,210,000 Founder Shares, after giving effect to the forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters partially exercising their over-allotment option on May 28, 2021, for an aggregate purchase price of $25,000, or $0.0047985 per share. On May 28, 2021, the Founder forfeited 525,000 Founder Shares because the Underwriters did not exercise their over-allotment option in full. Founder Shares are identical to the common stock included in the public units sold in the IPO except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.

The Founder Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Each holder of Founder Shares is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.

Private Placement

The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 309,000 Private Placement Units, respectively, at a price of $10.00 per Private Placement Unit in a Private Placement that occurred simultaneously with the completion of the Offering and a subsequent private placement that occurred simultaneously with the partial exercise of the Underwriters’ over-allotment option. Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value, and one-half (1/2) of one warrant (a “Private Placement Warrants”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6 of the Notes to Unaudited Financial Statements. Unlike the warrants included in the Public Units sold in the IPO, if held by the original holder or its permitted transferees, the warrants included in the Private Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the ~~business~~Business ~~combination~~Combination. If the warrants included in the Private Placement Units are held by holders other than the initial holders or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by holders on the same basis as the warrants included in the IPO. However, as noted above, in light of the Company ceasing its efforts to consummate a Business Combination, these warrants will expire worthless.

The Private Placement Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Founder and Underwriters are each an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.

Insider Shares

The Company also issued 5,000 Insider Shares to Mr. Weightman, its Chief Financial Officer, pursuant to the Insider Shares Grant Agreement dated May 18, 2021, between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the ~~business~~Business ~~combination~~Combination.

The Company also issued 10,000 Insider Shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (“ICR”). The 10,000 Insider Shares granted to ICR are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance.

Use of Proceeds

On May 18, 2021, the Securities and Exchange Commission declared the Company’s initial Registration Statement on Form S-1 (File No 333-255234), in connection with the IPO of $200.0 million, effective.

The Company entered into an underwriting agreement on May 18, 2021, to conduct the IPO of 20,000,000 Public Units in the amount of $200.0 million in gross proceeds, with a 45-day option provided to the Underwriters to purchase up to 3,000,000 additional Public Units solely to cover over-allotments, if any, in the amount of up to $30.0 million in additional gross proceeds. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one-half (1/2) of one redeemable warrant (a “Public Warrant”). Each whole Public Warrant is exercisable for one share of common stock at a price of $11.50 per full share.

On May 21, 2021, the Company consummated the IPO of 20,000,000 Public Units. On May 28, 2021, the Company completed the issuance of an additional 900,000 Public Units as a result of the Underwriters’ partial exercise of their over-allotment option. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to the Company of $209,000,000.

Simultaneously with the closing of the IPO, the Company consummated the closing of the Private Placement to the Company’s Founder of 650,000 Private Placement Units and to the Underwriters of 300,000 units at a price of $10.00 per Private Placement Unit. On May 28, 2021, the Company completed the issuance of an additional 9,000 Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit. The Private Placement generated aggregate gross proceeds of $9,590,000.

After deducting the underwriting discounts and commissions and offering expenses paid, the total net proceeds in the amount of $196,000,000 from the sale of the Public Units, net proceeds in the amount of $6,000,000 from the sale of the Private Placement Units to the Founder and Underwriters, and additional proceeds in the amount of $9,090,000 from the sale of over-allotment units to the Underwriters, for a total of $211,090,000, were placed in a trust account (the “Trust Account”) at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.

The Company incurred $12,041,055 in transaction costs, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees and $546,055 of offering costs. Using a portion of the net proceeds of the IPO that was not placed in the Trust Account, we repaid promissory notes issued to our Founder, which bore the outstanding principal amount of $125,000.

The Company also incurred $276,662 in taxes, consisting of $171,009 of franchise taxes to the State of Delaware and $105,653 of income taxes for interests earned in the Trust Account.

On August 19, 2022 stockholders elected to redeem 16,676,563 shares of the Company’s common stock. Following such redemptions, $168,751,923 was withdrawn from the Trust Account on August 22, 2022. The Company also received two loans from GigInternational1 Sponsor, LLC in the principal amount of $200,000 each on August 22, 2022 and September 21, 2022, respectively, which were secured by an unsecured, non-interest bearing promissory

note. The proceeds of both loans were deposited in the Trust Account for the required August 2022 and September 2022 extension payments.

As of September 30, 2022, we had cash of $49,516 held outside the Trust Account for working capital purposes. There has been no material change in the planned use of the proceeds from the IPO and the Private Placement as is described in the final prospectus included in the IPO Registration Statement.

trust account (the “Trust Account”) at Oppenheimer & Co., Inc. in New York, New York with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.

The Company incurred $12,041,055 in transaction costs, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees and $546,055 of offering costs, of which $70,000 remains in accounts payable as of June 30, 2022. Using a portion of the net proceeds of the IPO that was not placed in the Trust Account, we repaid promissory notes issued to our Founder, which bore the outstanding principal amount of $125,000. As of June 30, 2022, we had cash of $162,880 held outside the Trust Account for working capital purposes.

There has been no material change in the planned use of the proceeds from the IPO and the Private Placement as is described in the final prospectus included in the IPO Registration Statement.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

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104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GigInternational1, Inc.
Date: August 15, 2022	By:	/s/ Dr. Raluca Dinu
Date: November 21, 2022	By:	/s/ Dr. Raluca Dinu
		Dr. Raluca Dinu
		Chief Executive Officer, President and Secretary (Principal Executive Officer)
Date: August 15, 2022	By:	/s/ Brad Weightman
Date: November 21, 2022	By:	/s/ Brad Weightman
		Brad Weightman
		Chief Financial Officer (Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Filing Compare · GigInternational1, Inc.