GIWWU / GigInternational1 Inc - Units (1 Ord Share & 1/2 War) - SEC-arkivering, Årsberetning, Fuldmagtserklæring

GIW / Wilber Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GIGINTERNATIONAL1, INC. Passive Investment

SC 13G/A 1 p23-0218sc13ga.htm GIGINTERNATIONAL1, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GigInternational1, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37518W106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40424 GigInternational1, Inc.

GigInternational1 Announces Expiration of Exclusivity of Term Sheet for a Business Combination with Convalt Energy, Inc. and Liquidation and Redemption of Public Shares

Exhibit 99.1 GigInternational1 Announces Expiration of Exclusivity of Term Sheet for a Business Combination with Convalt Energy, Inc. and Liquidation and Redemption of Public Shares Palo Alto, Calif. – November 21, 2022 – GigInternational1, Inc. (Nasdaq: GIW), a publicly traded special purpose acquisition company, announced today that the exclusivity provision of its previously announced non-bindi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40424 CUSIP Number: 37518W106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐

NT 10-Q 1 d409023dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40424 CUSIP Number: 37518W106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F

GigInternational1, Inc. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination

Exhibit 99.1 GigInternational1, Inc. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination Palo Alto, CA ? October 20, 2022 ? GigInternational1, Inc. (?GigInternational1?) (Nasdaq: GIW; GIWWU; GIWWW), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, today announced that its Sponsor, GigInternational1 Sponsor

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organizat

Second Amended and Restated Promissory Note dated October 19, 2022 issued in favor of GigInternational1 Sponsor, LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organizat

GigInternational1, Inc. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital

Exhibit 99.1 GigInternational1, Inc. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital Palo Alto, CA – September 19, 2022 – GigInternational1, Inc. (“GigInternational1”) (Nasdaq: GIW; GIWWU; GIWWW), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, today announced that i

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 19, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organiz

First Amended and Restated Promissory Note dated September 19, 2022 issued in favor of GigInternational1 Sponsor, LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organizati

GigInternational1 and Convalt Energy Sign an Exclusive Term Sheet for a Business Combination Company expected to be public in the first half of 2023

EX-99.1 2 d385074dex991.htm EX-99.1 Exhibit 99.1 GigInternational1 and Convalt Energy Sign an Exclusive Term Sheet for a Business Combination Company expected to be public in the first half of 2023 Palo Alto, Calif. & Watertown, NY – August 30, 2022 – GigInternational1, Inc. (Nasdaq: GIW), a publicly traded special purpose acquisition company, and Convalt Energy, Inc. (“Convalt”) announced today t

GigInternational1, Inc. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement

EX-99.1 5 d318264dex991.htm EX-99.1 Exhibit 99.1 GigInternational1, Inc. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement Palo Alto, CA – August 19, 2022 – GigInternational1, Inc. (“GigInternational1” or the “Company”) (Nasdaq: GIW; GIWWU; GIWWW), a blank check company, also commonly referred to

Amendment to the Investment Management Trust Agreement

EX-10.1 3 d318264dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of August 19, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between GigInternational1, Inc., a Delaware corporation. (the “Company”) having its principal office located at 1731 Embarcadero Rd., Suite 200, Pa

Promissory Note for Extension Payment

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Certificate of Amendment to Amended and Restated Certificate of Incorporation

EX-3.1 2 d318264dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. GigInternational1, Inc., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is GigInternational1, Inc. The corporation

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 2022 Date of Report (date of earliest event reported) GIGINTERNATIONAL1, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40424 GigInternational1, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d342130ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40424 GigInternational1, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40424 GigInternationa

GIW / Wilber Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GigInternational1, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 37518W106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the

GIW / Wilber Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GIGINTERNATIONAL1, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GigInternational1, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37518W106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40424 GigInternational1, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40424 GigInternational1, Inc.

GIW / Wilber Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GIGINTERNATIONAL1, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GigInternational1, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37518W106 (CUSIP Number) July 15, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or Other Jurisdiction of Incorporation or Organizatio

Financial Statements and Exhibits, Other Events

8-K 1 d154112d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or Other Jurisdiction of Inco

GigInternational1, Inc. Announces the Separate Trading of its Common Stock and Warrants Commencing July 9, 2021

Exhibit 99.1 GigInternational1, Inc. Announces the Separate Trading of its Common Stock and Warrants Commencing July 9, 2021 PALO ALTO, Calif., ? July 2, 2021 ? GigInternational1, Inc. (Nasdaq: GIWWU) (the ?Company? or ?GigInternational1?) today announced that holders of the Company?s public units may elect to separately trade the common stock and warrants underlying such public units commencing o

An Amendment to Underwriting Agreement, dated May 28, 2021, by and between the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C., as representatives of the underwriters named therein

EX-1.1 2 d150182dex11.htm EX-1.1 Exhibit 1.1 GIGINTERNATIONAL1, INC. AMENDMENT TO UNDERWRITING AGREEMENT This AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) dated as of May 28, 2021 is entered into by and between GigInternational1, Inc. (the “Company”) and Oppenheimer & Co. Inc. and William Blair & Company, L.L.C., as representatives for the underwriters (the “Representatives”). Capitalize

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or Other Jurisdiction of Incorporation or Organization

GIGINTERNATIONAL1, INC. BALANCE SHEET AS OF MAY 24, 2021 As of May 24, 2021 Pro Forma Adjustments Pro Forma as Adjusted ASSETS Current assets: Cash $ 3,126,638 $ — $ 3,126,638 Prepaid expenses and other current assets 735,998 — 735,998 Total current

EX-99.1 4 d150182dex991.htm EX-99.1 Exhibit 99.1 GIGINTERNATIONAL1, INC. BALANCE SHEET AS OF MAY 24, 2021 As of May 24, 2021 Pro Forma Adjustments Pro Forma as Adjusted ASSETS Current assets: Cash $ 3,126,638 $ — $ 3,126,638 Prepaid expenses and other current assets 735,998 — 735,998 Total current assets 3,862,636 — 3,862,636 Cash and marketable securities held in Trust Account 202,000,000 9,090,0

An Amendment to Unit Purchase Agreement, dated May 28, 2021, by and between the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C.

EX-10.1 3 d150182dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO UNIT PURCHASE AGREEMENT This AMENDMENT TO UNIT PURCHASE AGREEMENT (this “Amendment”) is made as of the 28th day of May, 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), Oppenheimer & Co. Inc. (“Oppenheimer”) and William Blair & Company, L.L.C. (“William Blair”) (William Blair and Oppenheimer each being

GIW / Wilber Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GigInternational1, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 37518W205 (CUSIP Number) May 19, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

GIGINTERNATIONAL1, INC. INDEX TO BALANCE SHEET AND NOTES TO BALANCE SHEET Report of lndependent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4

EX-99.1 2 d570684dex991.htm EX-99.1 Exhibit 99.1 GIGINTERNATIONAL1, INC. INDEX TO BALANCE SHEET AND NOTES TO BALANCE SHEET Report of lndependent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of GigInternational1, Inc. Opinion on the Financial Statements We have au

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or Other Jurisdiction of Incorporation or Organization

Indemnity Agreement, dated May 18, 2021, between the Company and Dorothy D. Hayes

Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Dorothy D. Hayes (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

Indemnity Agreement, dated May 18, 2021, between the Company and Andrea Betti-Berutto

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the ?Company?), and Andrea Betti-Berutto (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provi

Unit Purchase Agreement, dated May 18, 2021, by and between the Company and the Sponsor

Exhibit 10.5 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this ?Agreement?) is made as of the 18th day of May, 2021, by and among GigInternational1, Inc., a Delaware corporation (the ?Company?), and GigInternational1 Sponsor, LLC (?Subscriber?). WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the ?Sale?) an aggregate of 650,000 private units (the ?Private

Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Brad Weightman

EX-10.3 7 d146809dex103.htm EX-10.3 Exhibit 10.3 GigInternational1, Inc. 1731 Embarcadero Road Suite 200 Palo Alto, CA 94303 May 18, 2021 RE: Grant of Insider Shares Dear Mr. Weightman: We are pleased that you (“you”) have agreed to serve as the Chief Financial Officer of GigInternational1, Inc., a Delaware corporation (the “Company”). In exchange for your future services as the Chief Financial Of

Letter Agreement, dated May 18, 2021, by and among the Company, the Sponsor, Oppenheimer & Co. Inc. and William Blair & Company, L.L.C.

Exhibit 10.1 May 18, 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among GigInternational1, Inc., a Delaware corporation (the ?Company?), and Op

Amended and Restated Certificate of Incorporation

EX-3.1 3 d146809dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. May 18, 2021 GigInternational1, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GigInternational1, Inc.”. The original certificate of incorporation of the

Warrant Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 GIGINTERNATIONAL1, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 18, 2021, is by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Tran

Insider Shares Grant Agreement, dated May 18, 2021, by and between the Company and Interest Solutions LLC

Exhibit 10.4 GigInternational1, Inc. 1731 Embarcadero Road Suite 200 Palo Alto, CA 94303 May 18, 2021 RE: Grant of Insider Shares Dear Sirs: We are pleased that your affiliate, ICR, LLC (?ICR?), has agreed to serve as our investor relations firm providing services to GigInternational1, Inc., a Delaware corporation (the ?Company?). In exchange for the future services of ICR as an investor relations

Indemnity Agreement, dated May 18, 2021, between the Company and Dr. Raluca Dinu

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the ?Company?), and Dr. Raluca Dinu (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40424 86-2256255 (State or Other Jurisdiction of Incorporation or Organization

Strategic Services Agreement, dated May 18, 2021, by and among the Company and Brad Weightman

EX-10.10 14 d146809dex1010.htm EX-10.10 Exhibit 10.10 GIGINTERNATIONAL1, INC. STRATEGIC SERVICES AGREEMENT This, the “Strategic Services Agreement”, is made on this 18th day of May, 2021 (the “Effective Date”), by and between GigInternational1, Inc. whose current address is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (the “Company”), and Walter Bradford Weightman, hereinafter referred to

Indemnity Agreement, dated May 18, 2021, between the Company and Raanan I. Horowitz

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Raanan I. Horowitz (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provide

Unit Purchase Agreement, dated May 18, 2021, by and among the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C.

Exhibit 10.6 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of May, 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), Oppenheimer & Co. Inc. (“Oppenheimer”) and William Blair & Company, L.L.C. (“William Blair”) (William Blair and Oppenheimer each being a “Subscriber,” and together the “Subscribers”). WHEREAS, the

GigInternational1, Inc. Announces Pricing of $200,000,000 Initial Public Offering

Exhibit 99.1 GigInternational1, Inc. Announces Pricing of $200,000,000 Initial Public Offering May 18, 2021 09:45 PM Eastern Daylight Time PALO ALTO, Calif.?(BUSINESS WIRE)?GigInternational1, Inc. (Nasdaq: GIWWU) (the ?Company? or ?GigInternational1?) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. Each unit consists of one share of com

GigInternational1, Inc. Announces Closing of $200 Million Initial Public Offering

Exhibit 99.2 GigInternational1, Inc. Announces Closing of $200 Million Initial Public Offering PALO ALTO, Calif. – May 21, 2021 – GigInternational1, Inc. (NASDAQ: GIWWU) (the “Company” or “GigInternational1”), the fifth SPAC issued by the GigCapital Global team since 2017, today announced the closing of its initial public offering of 20,000,000 units at a price of $10.00 per unit for gross proceed

Indemnity Agreement, dated May 18, 2021, between the Company and Brad Weightman

Exhibit 10.17 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the ?Company?), and Walter Bradford Weightman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Indemnity Agreement, dated May 18, 2021, between the Company and Dr. Avi S. Katz

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Dr. Avi S. Katz (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

Investment Management Trust Agreement, dated May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of May 18, 2021 by and between GigInternational1, Inc. (the ?Company?), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the ?Trustee?) located at 1 State Street, 30th Floor, New York, New York 10004. WHEREAS, the Company?s Registra

Registration Rights Agreement, dated May 18, 2021, by and among the Company, the Sponsor and certain other security holders named therein

EX-10.7 11 d146809dex107.htm EX-10.7 Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 18th day of May, 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter beco

Administrative Services Agreement, dated May 18, 2021, by and among the Company and GigManagement, LLC

EX-10.9 13 d146809dex109.htm EX-10.9 Exhibit 10.9 GigInternational1, Inc. 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 May 18, 2021 GigManagement, LLC 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of GigInternational1, Inc. (the “Company”) are first l

An Underwriting Agreement, dated May 18, 2021, by and between the Company, Oppenheimer & Co. Inc. and William Blair & Company L.L.C., as representatives of the underwriters named therein

Exhibit 1.1 20,000,000 Units GIGINTERNATIONAL1, INC. UNDERWRITING AGREEMENT New York, New York May 18, 2021 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: GigInternational1, Inc., a Delaware corporation (the ?Comp

Letter Agreement, dated May 18, 2021, by and among the Company and each of its officers and directors

Exhibit 10.2 May 18, 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, IL 60606 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwritin

Indemnity Agreement, dated May 18, 2021, between the Company and Peter S. Wang

Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 18, 2021, by and between GigInternational1, Inc., a Delaware corporation (the ?Company?), and Peter S. Wang (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wit

$200,000,000 GigInternational1, Inc. 20,000,000 Units

Table of Contents PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-255234 $200,000,000 GigInternational1, Inc. 20,000,000 Units GigInternational1, Inc., a Delaware corporation (the “Company”), is a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition company (“SPAC”), formed by an affiliate of the serial SPAC iss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GigInternational1, Inc. (Exact Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GigInternational1, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2256255 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

[Signature page follows]

May 14, 2021 VIA EDGAR Thomas Jones, Esq. Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GigInternational1, Inc. Registration Statement on Form S-1 Filed April 15, 2021, as amended File No. 333-255234 Dear Mr. Jones: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the un

May 14, 2021

May 14, 2021 VIA EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.

Form of Amended and Restated Certificate of Incorporation

EX-3.2 3 d111856dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. , 2021 GigInternational1, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GigInternational1, Inc.”. The original certificate of incorporation of the Corpor

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

EX-4.4 Exhibit 4.4 GIGINTERNATIONAL1, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “

Form of Registration Rights Agreement by and among the Company, the Founder and underwriters

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [DAY] day of [MONTH], 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pu

Form of Insider Letter Agreement among the Company and the Founder

Exhibit 10.1 [DATE], 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among GigInternational1, Inc., a Delaware corporation (the ?Company?), and Op

- S-1/A

S-1/A 1 d111856ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on May 10, 2021 Registration No. 333-255234 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware (State

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company

EX-10.12 13 d111856dex1012.htm EX-10.12 Exhibit 10.12 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between GigInternational1, Inc. (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York

Form of Unit Purchase Agreement between the Company and Sponsor

EX-10.5 Exhibit 10.5 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of , 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), and GigInternational1 Sponsor, LLC (“Subscriber”). WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Sale”) an aggregate of 650,000 private units (the “Priv

Form of Underwriting Agreement

Exhibit 1.1 20,000,000 Units GIGINTERNATIONAL1, INC. UNDERWRITING AGREEMENT New York, New York [?], 2021 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: GigInternational1, Inc., a Delaware corporation (the ?Company

Form of Unit Purchase Agreement between the Company and underwriters

Exhibit 10.6 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of , 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), Oppenheimer & Co. Inc. (“Oppenheimer”) and William Blair & Company, L.L.C. (“William Blair”) (William Blair and Oppenheimer each being a “Subscriber,” and together the “Subscribers”). WHEREAS, the Com

Form of Strategic Services Agreement by and between the Company and Brad Weightman

Exhibit 10.9 GIGINTERNATIONAL1, INC. STRATEGIC SERVICES AGREEMENT This, the ?Strategic Services Agreement?, is made on this day of , 2021 (the ?Effective Date?), by and between GigInternational1, Inc. whose current address is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (the ?Company?), and Walter Bradford Weightman, hereinafter referred to as the ?Strategic Consultant?, which expression

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 37518W 205 GIGINTERNATIONAL1, INC. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of the common stock, par value $0.0001 per share (?Common Stock?), of GigInternationa

Form of Insider Letter Agreement among the Company and its executive officers and directors

Exhibit 10.2 [DATE], 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, IL 60606 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwritin

Form of Insider Letter Agreement among the Company and its executive officers and directors

EX-10.2 10 d111856dex102.htm EX-10.2 Exhibit 10.2 [DATE], 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, IL 60606 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to y

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on May 3, 2021 Registration No. 333-255234 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor

Form of Strategic Services Agreement by and between the Company and Brad Weightman

Exhibit 10.9 GIGINTERNATIONAL1, INC. STRATEGIC SERVICES AGREEMENT This, the ?Strategic Services Agreement?, is made on this day of , 2021 (the ?Effective Date?), by and between GigInternational1, Inc. whose current address is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (the ?Company?), and Walter Bradford Weightman, hereinafter referred to as the ?Strategic Consultant?, which expression

Form of Insider Shares Grant Agreement between the Company and each of the Insiders

Exhibit 10.4 GigInternational1, Inc. 1731 Embarcadero Road Suite 200 Palo Alto, CA 94303 , 2021 RE: Grant of Insider Shares Dear : [We are pleased that you (?you?) have agreed to serve as the of GigInternational1, Inc., a Delaware corporation (the ?Company?). In exchange for your future services as , you are hereby granted shares (the ?Insider Shares?) of the common stock, par value $0.0001 per sh

Code of Ethics

Exhibit 14 CODE OF ETHICS OF GIGINTERNATIONAL1, INC. 1. Introduction The Board of Directors (the “Board”) of GigInternational1, Inc. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: • promote honest and ethical conduct, including the ethical handling of actu

Nominating and Corporate Governance Committee Charter

Exhibit 99.3 GIGINTERNATIONAL1, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Role The Nominating and Corporate Governance Committee (the ?Committee?) is responsible for considering and making recommendations to the Board of Directors (the ?Board?) concerning the appropriate size, functions and needs of the Board of GigInternational1, Inc. (the ?Company?). Membership The Committee sha

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U-[•] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 37518W 205 GIGINTERNATIONAL1, INC. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of the common stock, par value $0.0001 per share (“Common Stock”), of GigInternation

Audit Committee Charter

Exhibit 99.1 GIGINTERNATIONAL1, INC. AUDIT COMMITTEE CHARTER Mission Statement The Audit Committee (the “Committee”) of GigInternational1, Inc. (the “Company”) is appointed by the Board of Directors as a permanent committee to assist it in monitoring and overseeing (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (2) the

Form of Registration Rights Agreement by and among the Company, the Founder and underwriters

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [DAY] day of [MONTH], 2021, by and among GigInternational1, Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pu

Form of Underwriting Agreement

Exhibit 1.1 20,000,000 Units GIGINTERNATIONAL1, INC. UNDERWRITING AGREEMENT New York, New York [?], 2021 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: GigInternational1, Inc., a Delaware corporation (the ?Company

Form of Insider Letter Agreement among the Company and the Founder

Exhibit 10.1 [DATE], 2021 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GigInternational1, Inc., a Delaware corporation (the “Company”), and Op

Compensation Committee Charter

Exhibit 99.2 GIGINTERNATIONAL1, INC. COMPENSATION COMMITTEE CHARTER Role The role of the Compensation Committee (the ?Committee?) is to discharge the responsibilities of the Board of Directors (the ?Board?) of GigInternational1, Inc. (the ?Company?) relating to compensation of the Company?s executives, to issue an annual report on executive compensation for inclusion in the Company?s proxy stateme

Specimen Warrant Certificate

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GIGINTERNATIONAL1, INC. Incorporated Under the Laws of the State of Delaware CUSIP 37518W 114 Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.4 GIGINTERNATIONAL1, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfe

Specimen Common Stock Certificate

Exhibit 4.2 NUMBER C SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 37518W 106 GIGINTERNATIONAL1, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF GIGINTERNATIONAL1, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person or by du

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. , 2021 GigInternational1, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?GigInternational1, Inc.?. The original certificate of incorporation of the Corporation was filed with the Secretar

BY LAWS GIGINTERNATIONAL1, INC. (THE “CORPORATION”) ARTICLE I

EX-3.3 3 d111856dex33.htm EX-3.3 Exhibit 3.3 BY LAWS OF GIGINTERNATIONAL1, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporat

Promissory Note issued in favor of Sponsor, dated March 3, 2021

Exhibit 10.10 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Unit Purchase Agreement between the Company and Sponsor

EX-10.5 5 d111856dex105.htm EX-10.5 Exhibit 10.5 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of , 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), and GigInternational1 Sponsor, LLC (“Subscriber”). WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Sale”) an aggregate of 650,

Power of Attorney (included on signature page to initial filing of this Registration Statement)

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 15, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GigInternational1, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizati

Form of Unit Purchase Agreement between the Company and underwriters

Exhibit 10.6 UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of , 2021, by and among GigInternational1, Inc., a Delaware corporation (the “Company”), Oppenheimer & Co. Inc. (“Oppenheimer”) and William Blair & Company, L.L.C. (“William Blair”) (William Blair and Oppenheimer each being a “Subscriber,” and together the “Subscribers”). WHEREAS, the Com

Founder Shares Subscription Agreement, dated February 24, 2021, between the Company and Sponsor

Exhibit 10.3 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 February 24, 2021 GigInternational1 Sponsor, LLC 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer GigInternational1 Sponsor, LLC, a Delaware limited liability company (the ?Subscriber? or ?you?), has made

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company

EX-10.12 10 d111856dex1012.htm EX-10.12 Exhibit 10.12 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between GigInternational1, Inc. (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York

Form of Administrative Services Agreement

EX-10.11 9 d111856dex1011.htm EX-10.11 Exhibit 10.11 GigInternational1, Inc. 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 , 2021 GigManagement, LLC 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of GigInternational1, Inc. (the “Company”) are first list

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is GigInternational1, Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered

Form of Indemnification Agreement

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between GigInternational1, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection

April 15, 2021

DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com April 15, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones and Sergio Chinos Re: GigInternational1, Inc. Draft Registration Statement on Form S-1 Submitted March 12, 2021 CIK

GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303

Exhibit 10.3 GigInternational1, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 February 24, 2021 GigInternational1 Sponsor, LLC 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer GigInternational1 Sponsor, LLC, a Delaware limited liability company (the ?Subscriber? or ?you?), has made

PROMISSORY NOTE

EX-10.10 5 filename5.htm Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND

As submitted confidentially with the U.S. Securities and Exchange Commission on March 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission, and all information herein remains strictl

DRS 1 filename1.htm Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on March 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FO

CERTIFICATE OF INCORPORATION GIGINTERNATIONAL1, INC.

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GIGINTERNATIONAL1, INC. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is GigInternational1, Inc. (the “Corporation”). SECOND: The address of the C

BY LAWS GIGINTERNATIONAL1, INC. (THE ?CORPORATION?) ARTICLE I

Exhibit 3.3 BY LAWS OF GIGINTERNATIONAL1, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delawar