Exhibit 10.9


 


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 THAT SUCH
REGISTRATION IS NOT REQUIRED.  


 


AMENDED AND RESTATED
PROMISSORY NOTE


 


	Principal Amount:  Up to $300,000 	Dated as of January 26, 2022
	 	New York, New York  




 


 


This
Amended and Restated Promissory Note (this “Note”) amends and restates the Promissory Note, dated as of March 15, 2021
(the “Original Note”) from Giant Oak Acquisition Corporation, a British Virgin Islands corporation and blank check
company (the “Maker”), payable to the order of Yolanda Management Corp. or its registered assigns or successors in
interest (the “Payee”). The terms, conditions and provisions of
the Original Note, all amendments to and/or restatements of the Original Note made or purported to be made prior to the date hereof, are
hereby amended and restated in their entirety effective as of the date hereof so that henceforth the terms, conditions and provisions
of the Original Note shall read and be as set forth in this Note and Maker agrees to comply with and be subject to all of the terms, covenants
and conditions of this Note effective as of the date hereof. Maker hereby acknowledges and agrees that this Note evidences the outstanding
principal balance evidenced by the Original Note, as amended and restated pursuant to the first sentence of this paragraph, together with
any additional draw down on the principal of this Note. Neither this Note nor anything contained herein shall be construed as a substitution
or novation of the Original Note. This Note supersedes the Original Note and all amendments to and/or restatements of the Original Note
and, upon the execution and delivery by the Payee, the Original Note and all such earlier amendments and restatements shall have no further
force and effect.


 


Giant Oak Acquisition
Corporation, a British Virgin Islands business company (the “Maker”), promises to pay to the order of Yolanda Management
Corp. or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three
Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to
such account as the Payee may from time to time designate by written notice in accordance with the provisions of this


 


1.            Principal. The
principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2022 or (ii) the date on which Maker
consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under no circumstances
shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally
for any obligations or liabilities of the Maker hereunder.


 


2.            Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related
to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the
earlier of: (i) December 31, 2022 or (ii) the date on which Maker consummates an initial public offering of its securities, upon written
request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down,
and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown
Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not
be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with,
or as a result of, any Drawdown Request by Maker. It is acknowledged that the Company may have received amounts in respect of drawdowns
under this Note prior to the date hereof, and it is agreed that all such sums were received as drawdowns of principal hereunder in anticipation
of the execution of this Note.


 






     


     


    






 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.


 


5.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)           Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.


 


(b)          Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


6.            Remedies.


 


(a)           Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be
due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 


 


(b)           Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


7.            Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 






     


     


    

 










10.          Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


11.          Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds
of the initial public offering (the “IPO”) to be conducted by the Maker (including the deferred underwriters discounts
and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the
IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and
Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the trust account for any reason whatsoever.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


14.          Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


 


[Signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed as deed by the undersigned on the day and year first
above written.


 


 


	 	GIANT OAK ACQUISITION CORPORATION
	 	 	 
	 	By:   	 
	 	 	Name: Yanming Liu 
	 	 	Title: Director