Financial Performance - Commercial revenue for Q2 2024 was $1.7 million, up from $1.4 million in Q1 2024 and significantly higher than less than $0.1 million in Q2 2023[3] - Gross margin in Q2 2024 was 51%, down from 56% in Q1 2024, attributed to variability in the weighted average cost of existing inventory[3][4] - Net loss for Q2 2024 was $1.2 million, compared to a net loss of $1.3 million in Q2 2023[4] - Non-GAAP Adjusted EBITDA for Q2 2024 was $(2.1) million, compared to $(0.7) million in Q2 2023[4] - Net loss for the three months ended June 30, 2024, was $1,249 thousand, compared to a loss of $1,330 thousand for the same period in 2023, representing a 6% improvement[12] - Adjusted EBITDA for the six months ended June 30, 2024, was $(3,281) thousand, compared to $(1,739) thousand for the same period in 2023, indicating a decline of 88%[12] - The company reported a net cash usage of $1.0 million in operating activities during Q2 2024, compared to $0.5 million in Q2 2023[4] - The company reported a net cash used in operating activities of $(6,955) thousand for the six months ended June 30, 2024, compared to $(1,521) thousand for the same period in 2023[17] Assets and Liabilities - Total current assets increased to $9,494 thousand as of June 30, 2024, up from $4,819 thousand at December 31, 2023, reflecting a 97% growth[15] - Cash and restricted cash and cash equivalents at the end of the period were $4,601 thousand, compared to $256 thousand at the end of the same period in 2023, marking a significant increase of 1,800%[17] - Total liabilities rose to $16,939 thousand as of June 30, 2024, compared to $12,018 thousand at December 31, 2023, representing a 41% increase[15] Business Developments - The company delivered four Breast Acoustic CT scanners in Q2 2024, increasing the number of commercial locations in the U.S. to five[2] - A partnership was signed with the University of Oklahoma and OU Health Stephenson Cancer Center to enhance cancer detection and treatment precision[1][2] - A distribution agreement was established with NXC Imaging, Inc. for exclusive resale of QT Breast Acoustic CT Scanners in the U.S.[5][7] - The company plans to commercialize the QT Imaging Breast Acoustic CT™ Scanner, with expectations for product sales growth and projected revenues[18] Research and Development - Research and development expenses for Q2 2024 were $0.9 million, up from $0.3 million in Q2 2023[10] Future Outlook - The company plans to maintain revenue growth in the second half of 2024, expecting higher gross margins due to inventory cost stabilization[8] - The company anticipates future developments may change its assessments and outlook, emphasizing the uncertainty of projected financial information[18] Non-GAAP Measures - QT Imaging reported that EBITDA is defined as loss before interest expense, income tax expense, depreciation, and amortization[23] - Adjusted EBITDA is further adjusted for equity-based compensation, net change in fair value of derivative, earnout and warrant liabilities, and transaction expenses[23] - The company does not provide guidance for net income (loss) or reconciliation of Adjusted EBITDA guidance due to unpredictability of certain GAAP components[25] - Management uses EBITDA and Adjusted EBITDA as non-GAAP performance measures, which are reconciled to net loss in accompanying tables[25] - There are material limitations associated with the use of non-GAAP financial measures, as they exclude significant expenses and income required by GAAP[24] - The company does not consider non-GAAP measures in isolation or as alternatives to GAAP measures[24] Company Mission - QT Imaging is focused on the research, development, and commercialization of innovative body imaging systems using low frequency sound waves[27] - The company emphasizes that medical imaging should be safe, affordable, accessible, and centered on the patient's experience[27] - QT Imaging aims to improve global health outcomes through its innovative imaging technology[27]

Financial Performance - The company has incurred a net loss of $4,298,590 and used $5,975,515 in cash for operating activities during the three months ended March 31, 2024, contributing to an accumulated deficit of $22,068,735 [174]. - Revenue increased to $1,362,163 for Q1 2024, up from $7,564 in Q1 2023, primarily due to the sale of three QT Breast Scanners [212]. - Cost of revenue rose to $602,083 in Q1 2024, compared to $46,577 in Q1 2023, driven by the same scanner sales [213]. - Net loss for Q1 2024 was $4,298,590, compared to a loss of $1,882,947 in Q1 2023, reflecting a 128% increase in losses [211]. - As of March 31, 2024, the accumulated deficit was $22,068,735, up from $17,770,145 as of December 31, 2023 [222]. - Interest expense increased to $598,959 in Q1 2024 from $130,282 in Q1 2023, primarily due to higher amortization of debt discounts [221]. - Net cash used in operating activities for the three months ended March 31, 2024 was $5,975,515, significantly higher than $992,716 for the same period in 2023 [240][241]. - Net cash provided by financing activities for the three months ended March 31, 2024 was $11,431,060, primarily due to $10,525,000 from long-term debt issuance and $1,238,530 from the Merger [244]. Funding and Financial Support - The company received nearly $18 million in financial support from the U.S. National Institutes of Health to develop a novel body imaging technology [167]. - The company raised $1,000,000 through a private secured convertible bridge financing, with four of five investors opting for cash repayment totaling $960,000 [178]. - A pre-paid advance of $9,025,000 was received from Yorkville, accruing interest at 6% annually, convertible into shares of common stock [182]. - The company received a Pre-Paid Advance of $10,000,000 from Yorkville in March 2024, with an outstanding amount of $2,227,062 as of March 31, 2024 [232]. - Future funding requirements will depend on various factors, including the progress of trials and regulatory approvals for the QT Breast Scanner [248]. - The company expects to finance cash needs through public or private equity offerings, debt financings, and strategic partnerships [250]. Business Development and Agreements - The company entered into a Sales Agent Agreement with NXC Imaging for the sale of QT Imaging products in the U.S. and U.S. territories, with one QT Breast Scanner delivered as of March 31, 2024 [170]. - A non-binding letter of intent was signed with Canon Medical Systems for the acquisition of two QT Breast Scanners, with 50% of the payment completed by January 31, 2024 [171]. - The company has engaged in a Feasibility Study Agreement with Canon to evaluate the QT Breast Scanner's business, technical, and clinical values, lasting until December 2024 [172]. - A Data Use and License Agreement was established with QT Imaging Center for the use of de-identified health information in research related to the QT Ultrasound Breast Scanner [198]. - QTI Holdings entered into a Standby Equity Purchase Agreement allowing the sale of up to $50.0 million in common stock over 36 months following the Business Combination [182]. Research and Development - Research and development expenses are expected to increase substantially as the company invests in the development of the QT Breast Scanner and a full-body scanner for orthopedic and pediatric use [205]. - Research and development expenses increased by 52% to $642,546 in Q1 2024 from $421,887 in Q1 2023, mainly due to higher employee compensation costs [214]. - The company plans to incur substantial costs for research and development, regulatory clearances, and building a U.S. sales and marketing team [246]. Operational Expenses - Selling, general and administrative expenses are anticipated to rise to support expanding headcount, public company operations, and commercialization efforts [209]. - Selling, general and administrative expenses surged by 341% to $5,696,211 in Q1 2024 from $1,291,765 in Q1 2023, largely due to transaction expenses related to a business combination [215]. Accounting and Compliance - The company prepares its condensed consolidated financial statements in accordance with GAAP, requiring estimates and judgments that may materially affect reported amounts of assets, liabilities, revenues, and expenses [260]. - Revenue is recognized when a customer obtains control of promised goods or services, reflecting the consideration expected to be received [262]. - The company identifies performance obligations based on distinct goods or services that can benefit the customer, including product sales, maintenance contracts, and other services [265]. - Inventory is stated at the lower of cost or net realizable value, with periodic reviews leading to write-offs for obsolete items [269]. - The company accounts for leases as operating leases, recording right-of-use assets and lease liabilities on the balance sheet [270]. - Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis, evaluated annually for realizability [272]. - Stock-based compensation is measured at grant date fair market value and recognized as expense over the requisite service period [275]. - The company adopted ASU 2020-06 effective January 1, 2024, with no material impact on financial statements [276]. - ASU No. 2023-07, effective after December 15, 2023, requires improved segment disclosures, currently under evaluation for impact [277]. - ASU 2023-09, effective after December 15, 2024, aims to enhance income tax disclosures, with the company planning to adopt it on a prospective basis [278]. Legal and Regulatory Matters - The company is subject to occasional lawsuits, but management is not aware of any pending claims that will materially impact financial statements [256]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards [257]. - The company may need to relinquish rights to technologies or revenue streams if it raises funds through collaborations or partnerships [251].

Financial Performance - Commercial revenue for Q1 2024 was $1.4 million, a significant increase from less than $0.1 million in Q1 2023[8] - Gross margin improved to 56% in Q1 2024, compared to a negative margin in Q1 2023, due to the sale of three QT Breast Scanners[8] - Net loss for Q1 2024 was $4.3 million, which included $1.9 million of net non-cash income related to the change in fair value of warrants and transaction expenses of $4.3 million[10] - Non-GAAP Adjusted EBITDA for Q1 2024 was $(1.2) million, slightly worse than $(1.1) million in Q1 2023[10] - Net loss for the three months ended March 31, 2024, was $4,299,000, compared to a net loss of $1,883,000 for the same period in 2023, reflecting a deterioration of 128%[21] - The company reported net cash used in operating activities of $5,976,000 for the three months ended March 31, 2024, compared to $993,000 for the same period in 2023[21] - Net cash provided by financing activities was $11,431,000 for the three months ended March 31, 2024, compared to $916,000 in the same period of 2023[21] Assets and Liabilities - Total assets increased to $12,857,000 as of March 31, 2024, compared to $6,706,000 on December 31, 2023, representing an increase of 92%[19] - Current assets rose significantly to $11,433,000, up from $4,819,000, marking an increase of 137%[19] - Total liabilities increased to $17,772,000 as of March 31, 2024, compared to $12,018,000 at the end of 2023, an increase of 48%[19] - Long-term debt increased significantly to $3,331,000 from $96,000, a rise of 3,373%[19] - Cash and cash equivalents at the end of the period increased to $5,640,000 from $398,000, a rise of 1,316%[21] Strategic Developments - The company completed its merger with GigCapital5 on March 4, 2024, enhancing its strategic position[2] - The first commercial sale of a QT Breast Scanner occurred on March 7, 2024, to True Health Center for Functional Medicine[10] - A feasibility study agreement was initiated on March 28, 2024, to evaluate the business and clinical values of the QT Breast Scanner[10] - The company is focused on the commercialization and further development of the QT Imaging Breast Acoustic CT™ Scanner, with plans for new product development and introduction[22] Leadership and Guidance - Leadership updates include the appointment of Dr. Raluca Dinu as Acting CEO and the onboarding of Steve Choate as Chief Operating Officer[12] - The company plans to provide guidance for the remainder of 2024 as part of the Q2 2024 earnings release[12] Technology and Market Risks - A study published in Academic Radiology indicated that QT Imaging technology is similarly effective as digital breast tomosynthesis (DBT) for breast lesion detection[11] - QT Imaging anticipates potential risks related to the commercialization of its technology and market conditions, which could impact future performance[22]

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40839 QT Imaging Holdings, Inc. (Exact name of Registrant as specified in its Charter) Delaware 8 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR Registrant's telephone number, including area code: (650) 276-7040 Securities registered pursuant to Section 12(b) of the Act: | | | Name of each exchange | | --- | --- | --- | | Title of each class | Trading Symbol(s) | on which registered | | Common Stock, p ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 86-1728920 (State or other jurisdiction of incorporation o ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(Unaudited)) The unaudited statements show a Q1 2023 net loss of $1.47 million and a stockholders' deficit improvement to -$8.7 million [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Summary (Unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$32,296,352** | **$41,945,571** | | Cash and marketable securities held in Trust Account | $31,670,407 | $41,561,656 | | **Total Liabilities** | **$9,188,568** | **$13,418,199** | | Deferred underwriting fee payable | $2,760,000 | $9,200,000 | | Common stock subject to possible redemption | $31,828,698 | $41,606,846 | | **Total Stockholders' Deficit** | **($8,720,914)** | **($13,079,474)** | [Condensed Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Condensed Statement of Operations (Unaudited) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | General and administrative expenses | $1,767,358 | $612,883 | | Loss from operations | ($1,767,358) | ($612,883) | | Interest income on Trust Account | $443,280 | $17,513 | | **Net loss and comprehensive loss** | **($1,472,888)** | **($369,935)** | | Net loss per common share, basic and diluted | ($0.28) | ($0.06) | [Condensed Statements of Stockholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Stockholders%27%20Deficit) - The total stockholders' deficit improved from **$(13,079,474)** at the end of 2022 to **$(8,720,914)** as of March 31, 2023, primarily driven by a **$6,440,000** adjustment for waived deferred underwriting fees, partially offset by the net loss of **$1,472,888** for the quarter[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statement of Cash Flows Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2023 | | :--- | :--- | | Net cash used in operating activities | ($546,879) | | Net cash provided by investing activities | $10,309,449 | | Net cash used in financing activities | ($9,484,625) | | **Net increase in cash** | **$277,945** | - Investing activities were driven by **$10.7 million** in cash withdrawn from the Trust Account, while financing activities primarily consisted of **$10.4 million** used for the redemption of Public Units[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The Company is a special purpose acquisition company (SPAC) whose activities relate to its formation, IPO, and identifying a target for a Business Combination[21](index=21&type=chunk)[22](index=22&type=chunk) - On December 8, 2022, the Company entered into a **Business Combination Agreement with QT Imaging, Inc**[43](index=43&type=chunk) - The deadline to complete a business combination has been extended to **September 28, 2023**, contingent on the Sponsor making monthly deposits into the Trust Account[31](index=31&type=chunk)[37](index=37&type=chunk) - The company's liquidity condition and potential mandatory liquidation raise **substantial doubt about its ability to continue as a going concern**[39](index=39&type=chunk)[40](index=40&type=chunk) - On March 20, 2023, underwriter Wells Fargo waived its portion of the deferred underwriting fees, totaling **$6,440,000**[27](index=27&type=chunk)[89](index=89&type=chunk) - Subsequent to the quarter end, the company's stock was **delisted from the NYSE** and commenced trading on Nasdaq on April 26, 2023, and the company received additional loans from its Sponsor[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the SPAC's merger agreement, a Q1 2023 net loss of $1.47 million, and liquidity concerns amid shareholder redemptions - The company is a SPAC that entered into a Business Combination Agreement with QT Imaging, Inc, a medical device company, on **December 8, 2022**[114](index=114&type=chunk) Results of Operations Comparison | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Loss | $1,472,888 | $369,935 | | Key Drivers | Increased operating expenses ($1.77M vs $0.61M) | Lower operating expenses | - As of March 31, 2023, the company had approximately **$31.7 million** remaining in the trust account following redemptions of **995,049 shares** in March 2023 and **18,985,950 shares** in September 2022[125](index=125&type=chunk)[126](index=126&type=chunk) - The company's ability to continue as a going concern is subject to **substantial doubt** due to the risk of mandatory liquidation if a business combination is not completed by the September 28, 2023 deadline[151](index=151&type=chunk) - To fund operations and extensions, the company has received an aggregate of **$1,060,000** under an Extension Note and **$805,000** under a convertible Working Capital Note from its Sponsor as of March 31, 2023[138](index=138&type=chunk)[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide the information requested under this item - As a smaller reporting company, GigCapital5, Inc is **not required to provide** quantitative and qualitative disclosures about market risk[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2023, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2023[170](index=170&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[171](index=171&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings nor is it aware of any such threatened proceedings - The company is **not currently subject to any material legal proceedings**[173](index=173&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor addresses the potential failure of the post-combination company to meet Nasdaq's initial listing requirements - A supplemental risk factor was added regarding the possibility that **Nasdaq may not list the securities** of the post-combination company[175](index=175&type=chunk) - Failure to list on Nasdaq could result in **reduced liquidity**, a **"penny stock" designation**, and a decreased ability to raise future financing[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details unregistered sales to the Sponsor and the use of IPO proceeds, leaving $356,141 in working capital as of March 31, 2023 - The company sold **5,735,000 Founder Shares** and **795,000 Private Placement Units** to its Sponsor in unregistered transactions exempt under Section 4(a)(2) of the Securities Act[178](index=178&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - Gross proceeds from the IPO and private placement totaled **$237.95 million**, with **$232.3 million** placed into the Trust Account[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - As of March 31, 2023, after redemptions and expenses, **$356,141 in cash remained outside the Trust Account** for working capital purposes[191](index=191&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company - Not Applicable[192](index=192&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[193](index=193&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no information for this item - None[194](index=194&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications and Inline XBRL documents - The exhibits filed with the report include officer certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and Inline XBRL data files[196](index=196&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) GigCapital5, a SPAC, entered a definitive business combination agreement with QT Imaging, Inc., navigating extensions and redemptions while applying a "Mentor-Investor" philosophy - GigCapital5 is a SPAC formed to effect a business combination and has entered into a definitive agreement with QT Imaging, Inc., a medical device company, on December 8, 2022[15](index=15&type=chunk)[20](index=20&type=chunk) - The company employs a "Mentor-Investor" philosophy, intending to provide financial, operational, and executive mentoring to accelerate the target company's growth from a private to a public entity[17](index=17&type=chunk) - The company obtained two extensions for its business combination deadline, resulting in the redemption of approximately **82.5%** of shares in September 2022 and another **4.3%** in March 2023[29](index=29&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) Sponsor Loans for Extensions and Working Capital (as of March 28, 2023) | Loan Type | Purpose | Total Principal Amount | Conversion Terms | | :--- | :--- | :--- | :--- | | Extension Note | Fund deposits into the trust account to extend the combination period | $1,060,000 | Non-convertible, non-interest bearing, unsecured promissory note | | Working Capital Note | Provide additional working capital | $805,000 | Convertible at Sponsor's election upon business combination into 80,500 units at $10.00 per unit | - If an initial business combination is not completed by the September 28, 2023 deadline, the company will cease operations, redeem **100%** of outstanding public shares, and dissolve[61](index=61&type=chunk)[62](index=62&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant investment risks, including its blank check nature, going concern doubts, potential conflicts of interest, and substantial post-merger stockholder dilution [General Risk Factors](index=18&type=section&id=General%20Risk%20Factors) General risks include the company's lack of operating history, auditor's going concern doubt, and potential adverse impacts from inflation and geopolitical events - The company is a blank check entity with no operating history or revenues, providing no basis for investors to evaluate its ability to achieve business objectives[90](index=90&type=chunk) - The independent auditor's report expresses substantial doubt about the company's ability to continue as a "going concern" due to its working capital deficit and reliance on completing a business combination[114](index=114&type=chunk) - The company's warrants are accounted for as derivative liabilities and recorded at fair value, with changes reported in earnings, which may adversely affect the stock price[117](index=117&type=chunk) - Recent increases in inflation and the military conflict in Ukraine could create economic disruptions and uncertainty, making it more difficult to consummate a business combination[128](index=128&type=chunk)[129](index=129&type=chunk) [Risks Relating to the Business Combination](index=26&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20and%20Consummation%20of%20or%20Inability%20to%20Consummate%20a%20Business%20Combination) Risks include significant stockholder dilution, Sponsor's controlling vote, potential cash reduction from redemptions, and the absence of an independent fairness opinion for the business combination - Public stockholders will experience immediate and significant dilution, with an anticipated ownership of approximately **11.1%** of the Combined Company post-combination, assuming no further redemptions and a PIPE investment[133](index=133&type=chunk)[134](index=134&type=chunk) - The Sponsor's agreement to vote its shares, approximately **68.3%** of outstanding shares, means the proposed business combination can be approved even if all public stockholders vote against it[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - The company did not obtain a fairness opinion from an independent investment banking firm, requiring stockholders to rely on the Board of Directors' judgment regarding merger consideration fairness[193](index=193&type=chunk)[195](index=195&type=chunk) - A new **1%** U.S. federal excise tax on stock repurchases could be imposed on redemptions after December 31, 2022, potentially reducing available cash, though the company expects share issuance to offset this liability[242](index=242&type=chunk)[243](index=243&type=chunk) [Risks Relating to the Post-Business Combination Company](index=50&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20Combination%20Company) Post-merger risks include potential asset write-downs, increased public company operating costs, stock price volatility, and challenges in maintaining NYSE listing standards - Post-combination, the company may be forced to write-down or write-off assets, restructure operations, or incur impairment charges that could result in losses and negatively affect the stock price[255](index=255&type=chunk)[256](index=256&type=chunk) - The Sponsor paid a nominal price of approximately **$0.0044** per Founder Share, while public stockholders paid **$10.00** per unit, allowing the Sponsor to profit even if public stockholders incur losses[262](index=262&type=chunk)[265](index=265&type=chunk) - Following the merger, the combined company will face increased legal, accounting, and administrative costs associated with being a public company, which could adversely affect its financial condition[261](index=261&type=chunk) - There is no guarantee that the combined company's common stock will be approved for listing or be able to maintain its listing on the NYSE, which could lead to reduced liquidity and other adverse consequences[271](index=271&type=chunk) [Risks Relating to Management](index=55&type=section&id=Risks%20Relating%20to%20Our%20Management%20Team) Management risks include potential conflicts of interest due to external affiliations, limited time commitment, and financial incentives that may not align with public stockholders' best interests - Officers and directors are not required to commit their full time to the company's affairs and are involved in other businesses, which may create conflicts of interest in allocating their time[281](index=281&type=chunk) - The Sponsor and management team will lose their entire investment if a business combination is not consummated, creating a conflict of interest that may incentivize them to complete a deal on terms less favorable to public stockholders[200](index=200&type=chunk)[302](index=302&type=chunk) - Certain officers and directors are affiliated with other SPACs and operating companies (Kaleyra, UpHealth, BigBear.ai), which could create conflicts in determining which entity should be presented with a particular business opportunity[287](index=287&type=chunk)[289](index=289&type=chunk) - QT Imaging's management has limited experience operating a public company, which could pose challenges in complying with regulatory oversight and reporting obligations[308](index=308&type=chunk) [Risks Relating to Securities](index=62&type=section&id=Risks%20Relating%20to%20Our%20Securities) Securities risks include warrants potentially expiring worthless, NYSE delisting, adverse warrant term amendments, and limited public stockholder rights to trust account funds - The company's warrants have an exercise price of **$11.50** per share, with no guarantee they will ever be "in the money," potentially expiring worthless[316](index=316&type=chunk) - The NYSE may delist the company's securities if it fails to meet continued listing requirements, which could limit liquidity and subject the stock to "penny stock" rules[312](index=312&type=chunk)[313](index=313&type=chunk) - The terms of the warrants can be amended with the approval of holders of at least **50%** of the then-outstanding public warrants, which could adversely affect the interests of other holders[317](index=317&type=chunk) - If the company liquidates, holders of warrants will not receive any liquidating distributions, and the warrants will expire worthless[320](index=320&type=chunk) [Unresolved Staff Comments](index=68&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[342](index=342&type=chunk) [Properties](index=68&type=section&id=Item%202.%20Properties) The company's corporate offices in Palo Alto are provided by a Sponsor affiliate for a monthly fee of **$30,000**, covering space and administrative services - The company's principal executive office is located in Palo Alto, California, provided by an affiliate of the Sponsor for a monthly fee of **$30,000**, which also covers administrative and support services[343](index=343&type=chunk) [Legal Proceedings](index=68&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no legal proceedings to which it is a party - None[344](index=344&type=chunk) [Mine Safety Disclosures](index=68&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[345](index=345&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=69&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the market for the company's NYSE-listed securities, including 2022 trading prices, dividend policy, and recent sales of unregistered securities to the Sponsor and management 2022 Quarterly High and Low Sales Prices | Quarter Ended | Units (GIA.U) High/Low | Common Stock (GIA) High/Low | Warrants (GIA.WS) High/Low | | :--- | :--- | :--- | :--- | | March 31, 2022 | $10.82 / $10.12 | $10.00 / $9.81 | $0.60 / $0.19 | | June 30, 2022 | $10.36 / $10.03 | $10.13 / $9.96 | $0.28 / $0.05 | | September 30, 2022 | $10.19 / $10.03 | $10.34 / $10.01 | $0.08 / $0.02 | | December 31, 2022 | $10.54 / $10.09 | $10.28 / $10.09 | $0.05 / $0.01 | - The company has not paid any cash dividends on its common stock and does not intend to before completing a business combination[352](index=352&type=chunk) - The company conducted several sales of unregistered securities, including **5,735,000** Founder Shares to the Sponsor for **$25,000** and **795,000** Private Placement Units to the Sponsor for **$7.95 million**[355](index=355&type=chunk)[357](index=357&type=chunk) - The company issued a convertible Working Capital Note to the Sponsor, which had a collective principal amount of **$805,000** as of March 28, 2023, convertible into units at **$10.00** per unit upon business combination[361](index=361&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's financial condition and operational results, including a **$2.8 million** net loss in 2022, significantly reduced Trust Account balance due to redemptions, and substantial doubt about its going concern ability Results of Operations | Period | Loss from Operations | Interest Income (Trust) | Net Loss | | :--- | :--- | :--- | :--- | | Year Ended Dec 31, 2022 | ($4,279,100) | $1,630,398 | ($2,774,307) | | Inception (Jan 19, 2021) to Dec 31, 2021 | ($1,081,298) | $5,978 | ($1,107,730) | Trust Account Balance | Date | Cash and Marketable Securities in Trust Account | | :--- | :--- | | December 31, 2022 | $41,561,656 | | December 31, 2021 | $232,304,005 | - Stockholder redemptions have significantly reduced the funds in the Trust Account, with a **$192.1 million** withdrawal in September 2022 and a further **$10.4 million** in March 2023[383](index=383&type=chunk)[384](index=384&type=chunk) - The company's ability to continue as a going concern is in substantial doubt, as it is dependent on completing a business combination by its September 28, 2023 deadline[408](index=408&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure is limited, as Trust Account funds are invested in short-term U.S. treasuries, minimizing interest rate risk - As of December 31, 2022, the **$41,561,656** held in the Trust Account was invested in money market funds holding U.S. treasuries, which management believes minimizes exposure to interest rate risk[422](index=422&type=chunk)[423](index=423&type=chunk) [Financial Statements and Supplementary Data](index=80&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements, including Balance Sheets and Statements of Operations, with the auditor highlighting a "Going Concern Uncertainty" - The independent auditor's report explicitly states that conditions such as lack of revenue and dependence on a business combination "raise substantial doubt about the Company's ability to continue as a going concern"[430](index=430&type=chunk) Key Balance Sheet Data (As of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash and marketable securities in Trust Account | $41,561,656 | $232,304,005 | | Total Assets | $41,945,571 | $233,632,998 | | Total Liabilities | $13,418,199 | $10,247,041 | | Common stock subject to possible redemption | $41,606,846 | $232,304,195 | | Total stockholders' deficit | ($13,079,474) | ($8,918,238) | Key Operations Data | Metric | Year Ended Dec 31, 2022 | Period from Jan 19, 2021 to Dec 31, 2021 | | :--- | :--- | :--- | | Loss from operations | ($4,279,100) | ($1,081,298) | | Net loss and comprehensive loss | ($2,774,307) | ($1,107,730) | | Net loss per share, non-redeemable common stock | ($0.60) | ($0.14) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=101&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[543](index=543&type=chunk) [Controls and Procedures](index=101&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Based on an evaluation as of December 31, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[545](index=545&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[549](index=549&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=103&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, including five directors and two executive officers, board committee structure, and potential conflicts of interest arising from management's external affiliations - The company's leadership includes Executive Chairman Dr. Avi S. Katz and CEO Dr. Raluca Dinu, who have co-founded and led multiple prior GigCapital SPACs[555](index=555&type=chunk)[556](index=556&type=chunk)[557](index=557&type=chunk) - The Board of Directors consists of five members, three of whom (Dorothy D. Hayes, Karen Rogge, and Raanan I. Horowitz) are deemed independent[565](index=565&type=chunk)[568](index=568&type=chunk) - The Board has established Audit, Compensation, and Nominating and Corporate Governance committees, each composed entirely of independent directors[570](index=570&type=chunk) - Significant potential conflicts of interest exist due to executive officers' and directors' involvement with other companies, including Kaleyra, Inc., UpHealth, Inc., and BigBear.ai Holdings, Inc., which are previous GigCapital SPACs[581](index=581&type=chunk)[583](index=583&type=chunk)[589](index=589&type=chunk) [Executive Compensation](index=113&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive and director compensation, noting that Executive Chairman and CEO received advisory fees, the CFO received a salary, and an affiliate received **$30,000** monthly for services 2022 Management Compensation | Name and Principal Position | Salary | All Other Compensation (Advisory Fees) | Total | | :--- | :--- | :--- | :--- | | Dr. Avi S. Katz, Executive Chairman | $0 | $120,000 | $120,000 | | Dr. Raluca Dinu, CEO & President | $0 | $120,000 | $120,000 | | Brad Weightman, CFO & Treasurer | $120,000 | $0 | $120,000 | - GigManagement, LLC, an affiliate of the Executive Chairman and CEO, receives **$30,000** per month for office space and administrative services[594](index=594&type=chunk) - Independent directors are compensated with advisory fees for their board and committee service, with all such fees for 2022 remaining unpaid as of December 31, 2022[596](index=596&type=chunk)[602](index=602&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=115&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of common stock, showing the Sponsor and management collectively own approximately **68.4%**, granting them effective control over stockholder matters Beneficial Ownership of Common Stock (as of March 28, 2023) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | :--- | | GigAcquisitions5, LLC (Sponsor) | 6,530,000 | 68.3% | | Dr. Avi S. Katz | 6,530,000 | 68.3% | | All directors and officers as a group (6 individuals) | 6,535,000 | 68.4% | - Due to their collective ownership of approximately **68.4%**, the Founder and management team can effectively influence the outcome of all matters requiring stockholder approval[606](index=606&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=116&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines related-party transactions, including Sponsor's purchase of Founder Shares and Private Placement Units, unsecured loans, and the company's policy for approving such transactions - The Sponsor purchased **5,735,000** Founder Shares for **$25,000** and **795,000** Private Placement Units for **$7.95 million**[607](index=607&type=chunk)[610](index=610&type=chunk) - The Sponsor has provided significant loans, including an Extension Note totaling **$1,060,000** and a Working Capital Note totaling **$805,000** as of March 28, 2023[620](index=620&type=chunk)[621](index=621&type=chunk) - The company has a policy requiring all related-party transactions exceeding **$120,000** to be reviewed and approved by the audit committee or a majority of disinterested independent directors[634](index=634&type=chunk)[635](index=635&type=chunk) [Principal Accounting Fees and Services](index=120&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section discloses fees billed by the independent accounting firm, totaling **$95,540** for 2022, primarily for audit and tax services, with audit committee pre-approval required Accountant Fees | Fee Type | Year Ended Dec 31, 2022 | Period from Jan 19, 2021 to Dec 31, 2021 | | :--- | :--- | :--- | | Audit Fees | $87,740 | $221,740 | | Tax Fees | $7,800 | $0 | | **Total** | **$95,540** | **$221,740** | Part IV [Exhibits, Financial Statement Schedules](index=121&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Annual Report on Form 10-K, including financial statements and an index of key exhibits - Key exhibits filed with the report include the Business Combination Agreement with QT Imaging, Inc., the Amended and Restated Certificate of Incorporation, and promissory notes related to extension and working capital loans[645](index=645&type=chunk) [Form 10-K Summary](index=122&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that no Form 10-K summary is provided - None[647](index=647&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. | (Exact Name of Registrant as Specified in its Charter) | | | --- | --- | | Delaware | 86-1728920 | | (State or other jurisdiction of ...

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $636,074, consisting of operating expenses of $973,852, partially offset by interest income of $300,140 and other income of $127,200 from the change in fair value of the warrant liability [103]. - For the six months ended June 30, 2022, the company had a net loss of $1,006,009, with operating expenses totaling $1,586,735, offset by interest income of $317,653 and other income of $357,750 from the change in fair value of the warrant liability [104]. - The company incurred a net loss of $636,074 for the three months ended June 30, 2022, compared to a net loss of $1,006,009 for the same period in 2021 [127]. - Basic and diluted net loss per share for non-redeemable common stock was $(0.13) for the three months ended June 30, 2022, compared to $(0.19) for the same period in 2021 [127]. Cash and Securities - As of June 30, 2022, the company held cash and marketable securities amounting to $232,464,793 in the Trust Account, including $164,793 of interest earned [109]. - As of June 30, 2022, the company had cash of $55,158 held outside the Trust Account, which may not be sufficient for operations over the next 12 months [115]. - The company reported interest earned on marketable securities held in the Trust Account of $210,578 for the three months ended June 30, 2022 [127]. IPO and Financing - The company generated gross proceeds of $230,000,000 from the IPO of 23,000,000 Public Units sold at $10.00 per unit [106]. - The company also raised $7,950,000 from the sale of 795,000 Private Placement Units at $10.00 per unit [107]. - The total net proceeds from the IPO and Private Placement amounted to $232,300,000, which were placed in the Trust Account [108]. - The company expects to incur significant costs in pursuing acquisition plans and may need additional financing to complete its initial business combination [100]. Business Operations - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [101]. - The company intends to use funds in the Trust Account for its initial business combination and may withdraw interest to pay taxes [114]. - As of June 30, 2022, the company has no long-term debt or capital lease obligations, only a monthly fee of $30,000 to the Founder for services [119]. Accounting and Compliance - 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 [123]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, subject to remeasurement at each balance sheet date [129]. - Common stock subject to possible redemption is classified as temporary equity, presented outside of stockholders' deficit [128]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements [132]. Management and Agreements - The company has a strategic services agreement with its CFO, with an initial fee of $2,500 per month, potentially increasing to $15,000 depending on services provided [120]. - The weighted average number of non-redeemable common shares outstanding was 6,540,000 for the three months ended June 30, 2022 [127].