Except as disclosed in this Item 4, the Reporting Persons do not
have any current plans or proposals that relate to or would result
in any of the events described in clauses (a) through (j) of
the instructions to Item 4 of Schedule 13D. The Reporting Persons,
however, will take such actions with respect to the Reporting
Persons’ investments in the Issuer as deemed appropriate in light
of existing circumstances from time to time and reserve the right
to acquire or dispose of securities of the Issuer, to enter into
hedging relationships with respect to such securities, or to
formulate other purposes, plans, or proposals in the future
depending on market conditions and/or other factors.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is amended and supplemented as
(a) See rows (11) and (13) of the cover pages to this Schedule
13D for the aggregate number of shares of Common Stock and
percentages of the shares of Common Stock beneficially owned by
each of the Reporting Persons.
(b) See rows (7) through (10) of the cover pages to this
Schedule 13D for the number of shares of Common Stock as to which
each Reporting Person has the sole or shared power to vote or
direct the vote and sole or shared power to dispose or to direct
(c) On May 20, 2022, the Sponsor distributed shares of Common
Stock and warrants to purchase shares of Common Stock of the Issuer
to its members, which included GigFounders. GigFounders, in its
turn, distributed the same securities to its members, which
included Dr. Avi S. Katz and Dr. Raluca Dinu. Such
shares of Common Stock and warrants were acquired by the Sponsor in
connection with the closing of the Issuer’s initial public offering
in a private placement of units containing one share of Common
Stock and one-third of a warrant
for a purchase price of $10.00 per unit. On June 13, 2022, the
Sponsor distributed the remaining shares of Common Stock held by
the Sponsor to its members, which included GigFounders.
GigFounders, in its turn, distributed the same securities to its
members, included Dr. Avi S. Katz and Dr. Raluca
Dinu. Such shares of Common Stock were acquired by the Sponsor in
connection with the formation of the Issuer for approximately
$0.0027927 per share.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, such shares of Common
(e) June 13, 2022.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Sponsor, GigFounders, Dr. Avi. S. Katz and
Dr. Raluca Dinu entered into the Joint Filing Agreement
attached as Exhibit 7.4 to the Original Schedule 13D with respect
to the joint filing of this Schedule 13D.
Except as set forth herein, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer or voting
of such securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits