NOVATO, Calif. & PALO ALTO, Calif.--(BUSINESS WIRE)--QT Imaging Holdings, Inc. a medical device company engaged in the research, development, and commercialization of innovative body imaging systems using low frequency sound waves, and GigCapital5, Inc. (“GigCapital5”; Nasdaq: GIA, GIAFW), a Private-to-Public Equity (PPE)™ entity also known as special purpose acquisition company (“SPAC”), today announced the completion of their previously announced business combination (the “Business Combination”). The Busi ...

GigCapital5 (NASDAQ:GIA) stock is falling on Friday after the special purpose acquisition company (SPAC) revealed a date for its merger with QT Imaging.GigCapital5 says that it will complete its SPAC merger with QT Imaging on Monday. That comes as investors gave their approval to the deal in late February. This will see the company changing its name to QT Imaging once the deal is complete.Following the business combination, shares of GIA stock will also undergo a change. That will see them start trading und ...

PALO ALTO, Calif.--(BUSINESS WIRE)--GigCapital5, Inc. (“GigCapital5”; Nasdaq: GIA), a Private-to-Public Equity (PPE)™ entity also known as special purpose acquisition company (“SPAC”), today announced that the completion of their previously announced business combination (the “Business Combination”) with QT Imaging, Inc. (“QT Imaging”), a technology company engaged in an innovative automated breast imaging system producing high-resolution transmission ultrasound images, will take place on March 4, 2024. The ...

Business Combination and Acquisition Plans - The Company entered into a business combination agreement with QT Imaging, a medical device company, on December 8, 2022[120]. - The Company extended the deadline for completing the initial business combination to December 31, 2023, with stockholder approval[128]. - The Company expects to incur significant costs in pursuing its acquisition plans, with no assurance of success[127]. - The Company plans to utilize cash from the sale of Public and Private Placement Units, common stock, and debt for the initial business combination[123]. - QT Imaging raised a private secured convertible bridge financing of $1,000,000, which will convert into 500,000 shares of the Combined Company upon completion of the Business Combination[138]. - The company has entered into non-redemption agreements with stockholders to not redeem up to 400,000 Public Shares at the upcoming annual meeting[138]. - The company may need additional financing to consummate its initial business combination or to redeem a significant number of Public Shares, which could involve issuing additional securities or incurring debt[161]. - If the company cannot complete its initial business combination by December 31, 2023, it will cease operations, redeem Public Shares, and liquidate its net assets[163]. Financial Performance and Position - For the nine months ended September 30, 2023, the company reported a net loss of $3,452,775, with operating expenses totaling $4,183,662[141]. - As of September 30, 2023, the company held marketable securities amounting to $22,870,730 in the Trust Account, with interest receivable of $138,045[152]. - Cash used in operating activities for the nine months ended September 30, 2023 was $1,323,328, driven by a net loss and various increases in liabilities[153]. - Cash provided by investing activities for the nine months ended September 30, 2023 was $19,919,611, primarily from cash withdrawn from the Trust Account[156]. - Cash used in financing activities for the nine months ended September 30, 2023 was $18,552,625, mainly for the redemption of public units[157]. - The company generated non-operating income of $421,980 from interest on marketable securities held in the Trust Account for the three months ended September 30, 2023[140]. - The company intends to use funds in the Trust Account for the initial business combination and for working capital to finance operations of the target business[159]. - As of September 30, 2023, the company had cash of $121,854,000 held outside the Trust Account, an increase from $78,196,000 as of December 31, 2022[160]. - The company obtained working capital loans from the Sponsor to ensure sufficient funds for operations until at least December 31, 2023, assuming a business combination occurs[160]. - The company has no long-term debt or capital lease obligations as of September 30, 2023, except for a monthly fee of $30,000 to its Founder for services[165]. Management and Strategic Growth - The management team plans to apply a "Mentor-Investor" philosophy to accelerate QT Imaging's growth and development[122]. - The management team has significant experience in the advanced medical equipment industry, which is expected to drive strategic growth[122]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[139]. Stockholder Activity - Approximately 82.5% of the shares from the Public Units were redeemed, resulting in $192,138,312 withdrawn from the trust account on September 27, 2022[131]. - The stockholders redeemed 904,023 shares, approximately 3.9% of the Public Units, during the latest extension approval[136]. Earnings Per Share and Losses - For the three months ended September 30, 2023, the net loss attributable to non-redeemable common stock was $860,768, compared to a loss of $1,075,031 for the same period in 2022[173]. - The basic and diluted net income per share for common stock subject to possible redemption was $0.10 for the three months ended September 30, 2023, compared to $0.03 for the same period in 2022[173]. Accounting and Financial Reporting - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2023[164]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized in the statements of operations[175]. - The company has elected not to opt out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards when private companies do[168].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,416,347, with operating expenses of $1,637,096 and interest income of $368,259 from marketable securities held in the Trust Account[136]. - For the six months ended June 30, 2023, the company had a net loss of $2,889,235, consisting of operating expenses of $3,404,454 and interest income of $811,539 from marketable securities held in the Trust Account[137]. - The company had a net loss of $636,074 for the three months ended June 30, 2022, with operating expenses of $973,852[138]. - The company had a net loss of $1,006,009 for the six months ended June 30, 2022, with operating expenses of $1,586,735[139]. - The net loss attributable to non-redeemable common stock for the six months ended June 30, 2023, was $(3,491,180), compared to $(1,228,985) for the same period in 2022, indicating a significant increase in losses[172]. - The basic and diluted net loss per share for non-redeemable common stock was $(0.53) for the first half of 2023, compared to $(0.19) for the same period in 2022[172]. Business Combination - The company executed a Business Combination Agreement with QT Imaging on December 8, 2022, aiming to merge with the medical device company[118]. - The company incurred significant costs in pursuing its acquisition plans and cannot assure the success of completing its initial business combination[126]. - If the initial business combination is not consummated by September 28, 2023, the Company will redeem Public Shares and liquidate its net assets[161]. Trust Account and Cash Management - As of June 30, 2023, the Trust Account held marketable securities amounting to $32,365,352 and interest receivable of $131,605[149]. - Approximately $31.7 million remained in the trust account after stockholder redemptions on March 24, 2023, which represented about 4.3% of the shares that were part of the Public Units sold in the Offering[133]. - The Company intends to use funds in the Trust Account for working capital to finance operations of the target business post-business combination[157]. - As of June 30, 2023, the Company had cash of $7,480 held outside the Trust Account[158]. Revenue Generation - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[135]. Offering and Financing - The Company completed the Offering of 23,000,000 Public Units at a price of $10.00 per unit, generating gross proceeds of $230,000,000[141]. - The Private Placement generated aggregate gross proceeds of $7,950,000 from the sale of 795,000 Private Placement Units at the same price[142]. - Cash used in financing activities for the three months ended June 30, 2023, was $8,989,625, mainly for the redemption of public units[155]. Shareholder Information - For the three months ended June 30, 2023, the net income attributable to common stock subject to possible redemption was $263,562, compared to $210,578 for the same period in 2022, representing a year-over-year increase of approximately 25%[172]. - The basic and diluted net income per share for common stock subject to possible redemption was $0.09 for Q2 2023, up from $0.01 in Q2 2022[172]. - The weighted average common shares subject to redemption decreased from 23,000,000 in 2022 to 3,491,787 in 2023, indicating a reduction in shares outstanding[172]. - The company has classified common stock subject to possible redemption as temporary equity, reflecting its uncertain future redemption rights[173]. Accounting and Valuation - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes in fair value recognized in the statements of operations[174]. - The Working Capital Note is recorded at fair value, with differences between face value and fair value recognized as expenses or capital contributions[176]. - The company does not anticipate any material effects from recently issued accounting pronouncements on its financial statements[177].

Financial Performance - The company reported a net loss of $1,472,888 for the three months ended March 31, 2023, compared to a net loss of $369,935 for the same period in 2022, indicating an increase in losses [128][129]. - For the three months ended March 31, 2023, cash used in operating activities was $546,879, consisting of a net loss of $1,472,888 [139]. - The net loss attributable to non-redeemable common stock for the three months ended March 31, 2023, was $1,811,271, compared to $382,333 in the same period of 2022, indicating a larger loss year-over-year [160]. - The basic and diluted net loss per share for non-redeemable common stock was $(0.28), compared to $(0.06) in the prior year, reflecting a worsening loss per share [160]. Revenue Generation - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination [126][127]. Operating Expenses - Operating expenses for the three months ended March 31, 2023, were $1,767,358, which reflects the company's ongoing costs in preparation for its initial business combination [128]. - The company incurred significant costs related to its acquisition plans and anticipates increased expenses due to its status as a public company [118][127]. Trust Account and Cash Position - As of March 31, 2023, approximately $31.7 million remained in the trust account after stockholder redemptions and deposits related to extensions of the business combination period [124]. - As of March 31, 2023, the Company held cash and marketable securities of $31,670,407 in the Trust Account, with interest receivable of $158,291 [138]. - The Company has a remaining cash balance of $356,141 outside the Trust Account as of March 31, 2023 [146]. - The Company intends to use funds in the Trust Account for working capital to finance operations of the target business post-business combination [145]. Business Combination - The company has extended the deadline for completing its initial business combination to September 28, 2023, following stockholder approvals [119][120]. - The company has entered into a Business Combination Agreement with QT Imaging, a medical device company, to pursue its initial business combination [112][125]. - If the initial business combination is not consummated by September 28, 2023, the Company will redeem Public Shares and liquidate its net assets [149]. Financing Activities - The company completed the Offering of 23,000,000 Public Units at $10.00 per unit, generating gross proceeds of $230,000,000 [131]. - The company also raised $7,950,000 from the sale of 795,000 Private Placement Units at $10.00 per unit, contributing to total proceeds of $232,300,000 placed in the Trust Account [132][133]. - Transaction costs for the Offering amounted to $13,193,740, including $4,600,000 in underwriting fees and $9,200,000 in deferred underwriting fees [134]. - Cash used in financing activities for the three months ended March 31, 2023, was $9,484,625, mainly for the redemption of public units [142]. Shareholder Equity - For the three months ended March 31, 2023, the net income attributable to common stock subject to possible redemption was $338,383, compared to $12,398 in the same period of 2022, representing a significant increase [160]. - The basic and diluted net income per share for common stock subject to possible redemption was $0.09, up from $0.00 in the prior year [160]. - Common stock subject to possible redemption is classified as temporary equity, reflecting the company's compliance with accounting standards regarding redemption rights [161]. Accounting and Financial Reporting - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized in the statements of operations [162]. - The company has elected to account for its Working Capital Note under the fair value option, impacting its financial reporting and potential gains or losses [163]. - Recent accounting pronouncements are not expected to have a material effect on the company's financial statements, indicating stability in accounting practices [165].

Business Combination - The company plans to complete its initial business combination with QT Imaging, leveraging its management team's experience in operational success and acquisition strategies[16]. - The business combination agreement was executed on December 8, 2022, with QT Imaging merging into a wholly owned subsidiary of GigCapital5, which will be renamed QT Imaging Holdings, Inc.[21]. - The effective time of the merger will result in each share of QT Imaging common stock being converted into shares of GigCapital5 common stock based on an exchange ratio[23]. - The company intends to apply for listing of the combined company's common stock and warrants on the NYSE under the symbols "QTI" and "QTI.WS" upon closing[24]. - The company extended its combination period to September 28, 2023, allowing for additional time to complete the business combination, with stockholders redeeming approximately 4.3% of shares in the latest extension[33]. - An equity incentive award plan will be established for QTI Holdings, with an initial award pool equal to 11% of the fully diluted shares of GigCapital5 common stock outstanding post-merger[29]. - The company has significant experience in sourcing, structuring, and achieving synergies in mergers and acquisitions, which will be applied to the business combination[20]. - The management team aims to provide operational and executive mentoring to QT Imaging to facilitate its transition to a publicly traded company[17]. - The company has conducted thorough due diligence on QT Imaging, including meetings with management and reviews of financial information[21]. Financial Provisions - The Company is targeting an aggregate gross proceeds of $26,000,000 under the PIPE Subscription Agreements, although no agreements are currently in place[43]. - The Sponsor holds 6,530,000 shares, constituting a majority of the common stock, and has agreed to support the Business Combination[46]. - The Company must have net tangible assets of at least $5,000,001 upon consummation of the initial business combination[51]. - Public stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[53]. - The Company may allow stockholders to sell their shares through a tender offer, avoiding the need for a stockholder vote[51]. - The total principal amount of the Working Capital Note includes an additional $350,000 added on February 27, 2023[42]. - The Company has relied on Section 4(a)(2) of the Securities Act for the issuance of the convertible promissory note to a sophisticated investor[42]. - The company is required to have net tangible assets of at least $5,000,001 at the time of consummation of the initial business combination[77]. - The company will deposit $160,000 for each one-month extension through February 28, 2023, and $100,000 thereafter, to extend the time for completing the initial business combination[63]. - The trust account will not distribute any funds to the company's founders or management team upon liquidation[68]. - The company anticipates liquidating assets and distributing funds from the trust account within ten business days after the deadline for the initial business combination[68]. - If the company is unable to complete a business combination, it may face claims from creditors that could affect the amount returned to public stockholders[72]. - The company will not issue additional stock that participates in the proceeds of the trust account prior to the initial business combination[77]. Risks and Competition - The lack of business diversification may pose risks, as the Company may depend entirely on the performance of a single business post-combination[45]. - The company may face intense competition from private equity groups and other entities in acquiring target businesses, which may limit its ability to compete effectively[76]. - Intense competition is anticipated from competitors of any target business post-acquisition, and the company cannot assure effective competition following a business combination[80]. Operational Status - As of December 31, 2022, the net proceeds from the Offering held in the Trust Account amounted to $41,561,656, which is entirely invested in money market funds that comply with Rule 2a-7 under the Investment Company Act[420]. - The company has not engaged in any operations or generated any revenues to date, focusing solely on organizational activities and the identification of a potential initial business combination[419]. - The Trust Account funds are invested solely in United States treasuries, indicating a low exposure to interest rate risk due to the short-term nature of these investments[419]. - The company currently has three executive officers who will devote time to the business based on the progress of identifying a suitable target for acquisition[81]. - The company does not intend to have any full-time employees prior to the consummation of a business combination[81]. Compliance and Reporting - The company is required to evaluate and report on its internal controls over financial reporting starting with the Annual Report on Form 10-K for the year ended December 31, 2022, as mandated by Section 404 of the Sarbanes-Oxley Act[84]. - The company plans to provide stockholders with audited financial statements of any prospective target business as part of proxy solicitation materials or tender offer documents[83]. - There is no assurance that any identified target business will have the necessary financial statements prepared in accordance with GAAP or IFRS, which could hinder potential acquisitions[83].