GIGCAPITAL5, 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 ACCOUNT

TO BALANCE SHEET AND NOTES TO BALANCE SHEET

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of GigCapital5, Inc.

Opinion on the Financial Statements

the accompanying balance sheet of GigCapital5, Inc. (a Delaware corporation) (the Company ) as of September 29, 2021 and the related notes (collectively referred to as the financial statement ). In our opinion, the

financial statement presents fairly, in all material respects, the financial position of the Company as of September 29, 2021, in conformity with accounting principles generally accepted in the United States of America.

The financial statement is the

responsibility of the Company s management. Our responsibility is to express an opinion on the financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial

statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company s auditor since

San Jose, California

The accompanying notes are an integral part of this balance sheet.

GIGCAPITAL5, INC. NOTES TO

Note 1-Organization and Plan of Business Operations

Organization and General

GigCapital5, Inc. (the Company ) was incorporated in the state of Delaware on January 19, 2021. The Company was founded as a blank check

company or special purpose acquisition 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 September 29, 2021,

the Company had not commenced any operations. All activity for the period from January 19, 2021 (date of inception) through September 29, 2021 relates to the Company s formation and the initial public offering (the

Offering ) (Note 3). The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. 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 September 23, 2021, the Securities and Exchange Commission ( SEC ) declared the Company s initial Registration Statement on Form S-1 (File No 333-254038), in connection with the Offering of $200.0 million, effective.

The Company entered into an underwriting agreement with Wells Fargo Securities, LLC and William and Blair & Company, L.L.C. (collectively, the

Underwriters ) on September 23, 2021 to conduct the Offering of 20,000,000 units (the 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 (a Public Share ), $0.0001 par value ( Common Stock ), and one redeemable warrant (a Public Warrant ). Each Public Warrant is exercisable for one share of Common Stock at a price of $11.50

On September 28, 2021, the Company consummated the Offering of 23,000,000 Public Units, including the issuance of 3,000,000 Public

Units as a result of the Underwriters exercise in full 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 $230,000,000.

As further discussed in Note 4, simultaneously with the closing of the Offering, the Company consummated the private placement ( Private Placement )

to the Company s sponsor GigAcquisitions5, LLC, a Delaware limited liability company (the Founder or Sponsor ) of 795,000 units (the Private Placement Units ) at a price of $10.00 per Private Placement Unit.

The Private Placement generated aggregate gross proceeds of $7,950,000.

Following the closing of the Offering, net proceeds in the amount of $225,400,000

from the sale of the Public Units in the Offering and proceeds in the amount of $6,900,000 from the sale of Private Placement Units, for a total of $232,300,000, were placed in a trust account ( Trust Account ) (discussed below).

Transaction costs amounted to $13,202,660, consisting of $4,600,000 of underwriting fees, $9,200,000 of deferred underwriting fees and $852,660 of offering

costs, partially offset by the reimbursement of $1,450,000 of offering expenses by the Underwriters. The Company s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes.

The funds in the Trust Account

have been invested 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. 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 and restated certificate of incorporation provides that, other than 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 12 months from the closing of the Offering (or up to 18 months in total if the Company extends the period of time to consummate its initial Business Combination up to six times by an additional one month each time; provided that at the

beginning of each one-month extension, the Sponsor (or its designees) must deposit into the Trust Account funds equal to thirty-three hundredths of one percent (0.33%) of the gross proceeds of the Offering

(including such proceeds from the exercise of the Underwriters over-allotment option, if exercised) for each one-month extension of the time period to complete the initial Business Combination, in 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 to amend the amended and

restated certificate of incorporation (A) 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 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 is no

assurance that the Company will be able to successfully effect a Business Combination.

The Company, after signing a definitive agreement for a Business

Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the

Business Combination, for cash equal to their 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 Business Combination, including interest but less taxes payable, or

(ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate

amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business

Combination or will allow stockholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the

transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the New York Stock Exchange ( NYSE ) rules. If the Company seeks stockholder approval, it will complete its Business Combination only

if a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Combination. 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 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.

If 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 Business Combination, including interest but less

taxes payable. As a result, such shares of Common Stock are recorded at the redemption amount and classified as temporary equity. The amount in the Trust Account of $232,300,000 represents 23,000,000 Public Shares at $10.10 per Public Share.

Notwithstanding the foregoing redemption rights, if the company seeks stockholder approval of its initial Business Combination in conjunction with a

stockholder vote pursuant to a proxy solicitation (meaning the Company would not conduct redemptions pursuant to the tender offer rules), the amended and restated certificate of incorporation provides that a public stockholder, together with any

affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934), will be restricted from redeeming its shares of

Common Stock with respect to an aggregate of more than 15% of the shares of Common Stock sold in this Offering without the prior consent of the Company.

The Company will have 12 months from the closing date of the Offering to complete its initial Business Combination (or up to 18 months (or such lesser period

depending upon the number of one-month extensions which occur) in total if the Company extends the period of time to consummate its initial Business Combination up to six times by an additional one month each

time; provided that at the beginning of each one-month extension, the Sponsor (or its designees) must deposit into the Trust Account funds equal to thirty-three hundredths of one percent (0.33%) of the gross

proceeds of the offering (including such proceeds from the exercise of the Underwriters over-allotment option, if exercised) for each one-month extension of the time period to complete the initial

Business Combination, in each case, 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, Brad Weightman, the Company s Treasurer and 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 ( ICR ) (the Insiders as it relates to Mr. Weightman and ICR) 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 or the Insiders or any of the Company s officers, directors or affiliates acquire shares of common stock 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 Offering price per Public Unit in the Offering.

Prior to the completion of the

Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Offering at which

time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since

re-evaluated the Company s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was

issued, and therefore substantial doubt has been alleviated.

Note 2-Significant Accounting Policies

Basis of Presentation