Full Press Release Details
GigCapital5, Inc. Confirms Receipt of Sponsor Funds
for Additional Working Capital
Alto, CA October 31, 2023 GigCapital5, Inc. ( Company or GigCapital5 ) (NASDAQ: GIA) today announced that it amended and restated the existing working capital promissory note issued to
GigAcquisitions5, LLC ( Sponsor ) to include the additional loan amount of $381,360, so the aggregate principal amount under such working capital promissory note was increased to the total of $1,446,360. The promissory note is non-interest bearing and may be converted at the Sponsor s election upon the consummation of the initial business combination into units identical to the private placement units issued in connection with the
Company s initial public offering at a price of $10.00 per unit.
GigCapital5 is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase reorganization
or similar business combination with one or more businesses or entities. While GigCapital5 s efforts to identify a target business may span many industries, the focus of GigCapital5 s search is for prospects within the technology, media
and telecommunications, aerospace and defense, advanced medical equipment, intelligent automation and sustainable industries. GigCapital5 was sponsored by GigAcquisitions5, LLC, which was founded by GigFounders, LLC, each a member entity of
On December 8, 2022, GigCapital5 entered into a Business Combination Agreement (as amended, BCA ) with QTI Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 ( Merger Sub ), and QT Imaging, Inc. ( QT Imaging and transactions contemplated by the Business Combination Agreement, the Business
Combination ). Pursuant to the terms of the BCA, Merger Sub will merge with and into QT Imaging (the Merger ), with QT Imaging as the surviving company in the Merger, which after giving effect to the Merger will be a wholly owned
subsidiary of GigCapital5 and will be renamed as QT Imaging Holdings, Inc. ( QTI Holdings ).
Additional Information and Where to Find It
In connection with the proposed Business Combination, GigCapital5 filed with the Securities and Exchange Commission (the SEC ) a
registration statement on Form S-4 (together with all amendment to such registration statement, the Registration Statement ), which includes a preliminary proxy statement/prospectus (the
BCA Proxy Statement ) to be distributed to holders of GigCapital5 Common Stock in connection with GigCapital5 s solicitation of proxies for the vote by GigCapital5 s stockholders with respect to the Business Combination and the
other matters as described in the Registration Statement and a prospectus relating to the offer of the securities to be issued to the stockholders of QT Imaging in connection with the Business Combination. After the Registration Statement has been
filed and declared effective, GigCapital5 will mail a definitive BCA Proxy Statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the BCA Proxy Statement, any amendments thereto
and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about GigCapital5, QT Imaging and the proposed Business Combination. Such persons can also read
GigCapital5 s Annual Report on Form 10-K for more information on the security holdings of its officers and directors and their respective interests as security holders in the consummation of the
Business Combination. The BCA Proxy Statement, Registration Statement and GigCapital5 s other reports can be obtained, without charge, at the SEC s web site (www.sec.gov) and on GigCapital5 s website at
Participants in the Solicitation
GigCapital5, QT Imaging, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of GigCapital5 stockholders in connection with the approval of the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations
and interests of GigCapital5 s directors and officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the
SEC on June 15, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to GigCapital5 s stockholders in connection with
the approval of the proposed Business Combination is set forth in the BCA Proxy Statement for the proposed Business Combination. GigCapital5 stockholders, potential investors and other interested persons should read the BCA Proxy Statement carefully
before making any voting or investment decisions.
Forward-Looking Statements:
This Current Report includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of GigCapital5 and QT Imaging may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions
of future events. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will,
could, should, believes, predicts, potential, continue, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, expectations of the management of QT Imaging with respect to the business and prospects of QT Imaging and the QTscan and other products of QT Imaging, the
benefits of the proposed Business Combination, the plans, expectations and intentions of QT Imaging and GigCapital5, the satisfaction of the closing conditions to the proposed Business Combination, the timing of the completion of the proposed
Business Combination and the future performance of QT Imaging, including the anticipated impact of the proposed Business Combination on this performance, the completion of the financing with Yorkville or the ability to raise any other financing in
connection with the Business Combination, and the GigCapital5 ability to maintain its listing on any stock exchange. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are outside of the control of GigCapital5 and QT Imaging and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability of
GigCapital5, QT Imaging and QTI Holdings to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future, (2) the outcome of any legal proceedings that may be instituted against the parties
following the announcement of the proposed Business Combination and the BCA; (3) the inability to complete the proposed Business Combination, including the risk that any regulatory approvals or the SEC s declaration of the effectiveness of
the BCA Proxy Statement are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect QTI Holdings or the expected benefits of the proposed Business Combination or due to failure to obtain approval of the
stockholders of GigCapital5 and QT Imaging or other conditions to closing; (4) the amount of redemption requests made by GigCapital5 s stockholders; (5) the impact of
the COVID-19 pandemic on (x) the parties ability to consummate the proposed Business Combination and (y) the business of QT Imaging and QTI Holdings; (6) the receipt of an
unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Business Combination; (7) the inability to obtain or maintain the listing of GigCapital5 on the Nasdaq Stock Exchange or any
other stock exchange or the listing of QTI Holdings common stock on the Nasdaq Stock Exchange or any other stock exchange following the proposed Business Combination; (8) the risk that the proposed Business Combination disrupts current
plans and operations as a result of the announcement and consummation of the proposed Business Combination; (9) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other
things, competition, the ability of QTI Holdings to grow and manage growth profitably and retain its key employees; (10) costs related to the proposed Business Combination; (11) changes in applicable laws or regulations; (12) the
demand for QT Imaging s and QTI Holdings services together with the possibility that QT Imaging or QTI Holdings may be adversely affected by other economic, business, and/or competitive factors; (13) risks and uncertainties related
to QT Imaging s business, including, but not limited to, the ability of QT Imaging to increase sales of its output products in accordance with its plan; (14) risks related to the rollout of QT Imaging s business and the timing of
expected business milestones; (15) the effects of competition on QT Imaging s business; (16) changes in domestic and foreign business, market, financial, political, and legal conditions; (17) the inability to close on the
Yorkville SEPA or obtain any other financing to support the closing of the Business Combination and cover operating needs of QTI Holdings, and (18) other risks and uncertainties included in (x) the Risk Factors sections of the
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC by GigCapital5 and (y) other documents filed or to
be filed with the SEC by GigCapital5. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. GigCapital5 and QT Imaging do not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is
No Offer or Solicitation
This Current Report will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This Current Report will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
GigCapital5, Inc. Contact:
Brian Ruby, ICR, Brian.Ruby@icrinc.com