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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by a Party other than the Registrant
Check the appropriate box:
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
SUPPLEMENT TO PROXY STATEMENT
Dated December 19, 2023
The following disclosures in this proxy supplement (the Supplement ) supplement, and should be read in conjunction with,
the disclosures contained in the Company s definitive proxy statement (the Definitive Proxy Statement ), filed with the U.S. Securities and Exchange Commission (the SEC ) on
December 11, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or
supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
provided in the Definitive Proxy Statement, the Company is seeking stockholder approval of, among other things, an amendment to the Company s Amended and Restated Certificate of Incorporation, as amended (the Charter Amendment
Proposal ), to give the Company the right to extend the date by which it has to consummate an initial business combination ( Business Combination ) (the Combination
Period ) and an amendment to the Company s investment management trust agreement allowing the Company to extend the Combination Period (the Trust Amendment Proposal , and together with the Charter
Amendment Proposal, the Extension ). As further provided, GigCapital5, Inc. ( GigCapital5 ), QT Imaging, Inc. ( QT Imaging ), and QTI Merger Sub, Inc.
( Merger Sub ) are parties to the Business Combination Agreement (the BCA ), dated December 8, 2023. The purpose of the following supplemental disclosures is to provide information
about certain non-redemption agreements (the Non-Redemption Agreements ) that have been entered into in connection with the
Company s upcoming special meeting of its stockholders scheduled for December 28, 2023 (the December 2023 Meeting ). Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive
DESCRIPTION OF NON-REDEMPTION AGREEMENTS
Non-Redemption Agreements
On December 19, 2023, GigCapital5, Inc. ( GigCapital5 ) and QT Imaging, Inc. ( QT Imaging ) entered into
separate agreements (each, a December 2023 Non-Redemption Agreement , and collectively, the December 2023 Non-Redemption
Agreements ) with certain of the public stockholders of GigCapital5 (each, individually, a Public Stockholder , and together, the Public Stockholders ) eligible to redeem their
respective shares of common stock of GigCapital5 ( GigCapital5 Common Stock ) at the upcoming special meeting of stockholders of GigCapital5 scheduled for December 28, 2023 (the December 2023
Meeting ). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the December 2023 Non-Redemption Agreements. Any reference herein to the
December 2023 Non-Redemption Agreement is to be treated as a reference to each Public Stockholder s separate agreement and should be construed accordingly and any action taken by a Public
Stockholder should be construed as an action under its own respective agreement.
As described further in the Definitive Proxy Statement, at the December
2023 Meeting, among other things, the stockholders of GigCapital5 will vote on a proposed extension of the combination period (the Extension ) for consummating an initial business combination.
Pursuant to the December 2023 Non-Redemption Agreements, the Public Stockholders have agreed not to request redemption
in connection with the Extension or to reverse any previously submitted redemption demands in connection with the Extension with respect to the aggregate number of 1,359,229 shares of GigCapital5 Common Stock (the Non-Redeemed GigCapital5 Shares ), provided that no Public Stockholder is required to hold a number of shares of GigCapital5 Common Stock representing in excess of 9.9% of the total number of shares of
GigCapital5 Common Stock outstanding immediately following the December 2023 Meeting. The Non-Redeemed GigCapital5 Shares held by the Public Stockholders will not be subject to any other transfer restrictions
than those described in the December 2023 Non-Redemption Agreements. The Public Stockholders will have no obligation to hold such Non-Redeemed GigCapital5 Shares beyond
the date of the December 2023 Meeting. One of the non-redeeming Public Stockholders is Meteora Capital Partners, LP, which also has an economic interest in the sponsor of the Company, GigAcquisitions5, LLC.
In consideration of the foregoing, QT Imaging has agreed to issue to the Public Stockholders (the Share Issuance ), immediately prior
to and substantially concurrently with, the closing of the proposed Business Combination (the Closing ), that number of shares of common stock of QT Imaging (the QTI Shares ) equal to the result of:
(i)(A) the number of months, rounded up to a whole number, having occurred since December 31, 2023 multiplied by (B) 0.02, such that at the Closing, the Public Stockholder will receive that consideration provided for in the BCA (as defined
below) that a holder of QTI Shares is entitled to receive pursuant to the BCA, including that number of shares of GigCapital5 Common Stock equal to (A) the number of months rounded up to a whole number, having occurred since December 31,
2023 multiplied by (B) 0.02 (the Merger Consideration GigCapital5 Shares ). The QTI Shares shall be issued directly to the Public Stockholder in book-entry form on the books and records of QT Imaging, and the Merger
Consideration GigCapital5 Shares into which the QTI Shares convert at the Closing shall be issued directly to the Public Stockholder in book-entry form on the books and records of the Company s transfer agent in accordance with the terms of the
The Public Stockholders shall not be required to forfeit, transfer or refrain from transferring any Merger Consideration GigCapital5 Shares. QT
Imaging and GigCapital5 have agreed that any QTI Shares received by the Public Stockholders in the Share Issuance, or Merger Consideration GigCapital5 Shares into which such QTI Shares shall convert at the Closing, will not be changed as a result of
or subject to any earn-outs, forfeitures, transfers, restrictions, amendments or other arrangements agreed to by QT Imaging with respect to its other QTI Shares or by GigCapital5 with respect to its other shares of GigCapital5 Common Stock.
In the event that QT Imaging or GigCapital5 enters into one or more other non-redemption agreements in connection with
the Extension ( Other Agreements ), QT Imaging and GigCapital5 have agreed that the terms of such Other Agreements will not be materially more favorable to such other investors than the terms of the December 2023
Non-Redemption Agreements are in respect of the Public Stockholders. In the event that another third party is afforded any such more favorable terms than the Public Stockholders, QT Imaging and GigCapital5 have agreed to promptly inform the Public
Stockholders of such more favorable terms in writing, and the Public Stockholders will then have the right to elect to have such more favorable terms included in each Public Stockholder s respective December 2023
Non-Redemption Agreement.
A copy of the form of the December 2023 Non-Redemption Agreement is
filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by GigCapital5 on the date hereof, and the foregoing description of the December 2023
Non-Redemption Agreements is qualified in its entirety by reference thereto.
GigCapital5 is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, 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 GigCapital Global, and formed 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.
On December 8, 2022, GigCapital5 entered into the BCA with Merger Sub and QT Imaging, pursuant to the terms of which, Merger Sub will merge with and into
QT Imaging (the Merger ), with QT Imaging as the surviving company in the Merger (the Surviving Corporation ), and after giving effect to the Merger, the Surviving Corporation will be a wholly owned
subsidiary of GigCapital5, which will be renamed as QT Imaging Holdings, Inc. ( QTI Holdings ).
Additional Information and
In connection with the proposed Business Combination, GigCapital5 filed with 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, GigCapital 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 and Current Reports on Form 8-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 Transactions described in this Current Report. In addition, GigCapital5 filed the Definitive Proxy Statement prior to the Special Meeting seeking to extend the business combination
period to March 31, 2024. The BCA Proxy Statement, Registration Statement, the Extension Proxy 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 www.gigcapital5.com.
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 extension of the business combination period until March 31, 2024, and 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 extension of the business combination period is set forth in the Extension Proxy Statement and approval of the proposed Business Combination is set forth in the BCA Proxy Statement for the proposed Business Combination. Information
concerning the interests of GigCapital5 s and QT Imaging s equity holders and participants in the solicitation, which may, in some cases, be different than those of GigCapital5 s and QT Imaging s equity holders generally, is set
forth in the Extension Proxy Statement relating to the extension of the business combination period. GigCapital5 stockholders, potential investors and other interested persons should read the Extension Proxy Statement and 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 following the December 2023 Meeting. 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 Exchange
following the December 2023 Meeting or the listing of QTI Holdings common stock on the Nasdaq Stock Exchange or any other Exchange following the proposed Business Combination; (8) the risk that the proposed Business Combination disrupts