Table of Contents As filed with the U.S. Securities and Exchange Commission on April 24, 2024. Registration No. 333-278460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT (State or Other Jurisdiction of Incorporation or Organization) Delaware 6770 85-1728920 (Primary Standard Industrial Classification Code No.) (I.R.S. Employer Identification No.) Dr. Raluca Dinu Chief Executive Officer 3 Hamilton Landing, Suite 160, Novato, CA 94949 ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 24, 2024. Registration No. 333-278460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 6770 85-1728920 (Primary Standard Industrial Classification Code No.) (I.R.S. Em ...

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents As filed with the U.S. Securities and Exchange Commission on April 2, 2024. Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code No.) Delaware 6770 85-1728920 (I.R.S. Employer Identification No.) ...

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 2, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code No.) Delaware 6770 85-1728920 (I.R.S. Employer Identification No.) ...

Business Combination and Corporate Structure - The company entered into a business combination agreement with QT Imaging, a medical device company, on December 8, 2022, and completed the merger on March 4, 2024, changing its name to QT Imaging Holdings, Inc.[15] - The merger with QT Imaging is expected to create strong revenue growth opportunities, supported by capital purchases or subscription-based recurring revenues[30]. - The company’s stockholders approved multiple extensions of the combination period, allowing for up to six one-month extensions[48]. - The company’s board of directors consists of seven members classified into three classes following the merger[42]. - The Company has a 30-month period from September 28, 2021, to complete its initial Business Combination[476]. Financial Performance and Position - The Company reported an accumulated deficit of $(17,104,720) as of December 31, 2023, up from $(13,080,129) in 2022, indicating increasing losses[446]. - The total assets decreased to $23,398,562 as of December 31, 2023, down from $41,945,571 in 2022, showing a decline in financial position[446]. - For the year ended December 31, 2023, the company reported a net loss of $4,024,591, compared to a net loss of $2,774,307 for the year ended December 31, 2022, representing an increase in loss of approximately 45%[449]. - The company experienced a net cash used in operating activities of $1,944,104 in 2023, compared to $1,261,550 in 2022, marking an increase of approximately 54%[455]. - The company had a total accumulated deficit of $(17,104,720) as of December 31, 2023, compared to $(13,080,129) at the end of 2022, reflecting an increase in accumulated losses[452]. Shareholder Actions and Stock Redemption - Stockholders elected to redeem 904,023 public shares, representing approximately 4.3% of the shares sold in the offering, resulting in a withdrawal of $9,828,000 from the trust account[49]. - Stockholders redeemed 18,985,950 shares, approximately 82.5% of the public units sold in the offering, withdrawing $192,138,312 from the trust account[46]. - The company has a total of 2,114,978 shares subject to possible redemption at a redemption value of $10.98 per share as of December 31, 2023[446]. - Following the annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares of common stock, representing approximately 3.7% of the shares sold in the Offering[555]. Capital Structure and Financing - The Company issued a total of $1,500,000 in Working Capital Loans through multiple amendments from September 2022 to December 2023[65]. - The Company has issued a total of $1,500,000 in Working Capital Notes, with the last amendment on December 13, 2023, adding $53,640[523]. - The Company has a deferred underwriting commission of $9,200,000, which will be payable only upon the completion of a Business Combination[530]. - The Company may enter into PIPE Subscription Agreements for gross proceeds not exceeding $26,000,000[484]. - The Standby Equity Purchase Agreement allows access to an additional $40 million in potential capital through common stock issuance[479]. Operational Developments and Market Strategy - QT Imaging's technology offers a non-ionizing, low-cost imaging modality that can be deployed in low-resource environments (LREs) and point-of-care (POC) settings, addressing unmet medical needs in the imaging market[21]. - The company aims to democratize healthcare by providing direct-to-consumer (DTC) and direct-to-practitioner (DTP) imaging solutions, potentially lowering healthcare costs and increasing access[30]. - The company emphasizes the importance of patient outcomes and customer success through innovative multi-channel go-to-market strategies[30]. - The company has established a distribution relationship with Innovador in Singapore and is exploring future sales opportunities outside the U.S.[27]. Legal and Compliance Matters - The Company is subject to litigation and claims but was not a party to any material legal proceedings as of December 31, 2023[74]. - The Company has not recognized any unrecognized tax benefits as of December 31, 2023 and 2022[503]. - The company has no unrecognized tax benefits as of December 31, 2023, and has not accrued interest or penalties on unrecognized tax benefits[550]. Revenue and Expense Analysis - Total revenues for the year ended December 31, 2023, were not specified, while general and administrative expenses increased to $4,927,599 from $4,279,100 in 2022, indicating a rise of about 15%[449]. - The company reported interest income on cash and marketable securities held in the Trust Account of $1,526,860 in 2023, down from $1,630,398 in 2022, indicating a decline of about 6%[449]. - The total provision for income taxes for the year ended December 31, 2023, was $419,119, down from $486,615 in 2022[549].

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 conducted thorough due diligence on QT Imaging, including meetings with management and financial reviews[132]. - 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 can convert into 500,000 shares of the Combined Company upon completion of the Business Combination[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, primarily due to a net loss of $3,452,775[153]. - Cash provided by investing activities for the nine months ended September 30, 2023 was $19,919,611, consisting of 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 totaling $20,277,625[157]. - The net loss for the three months ended September 30, 2023, was $563,540, compared to a net loss of $395,766 for the same period in 2022[173]. - The net loss attributable to non-redeemable common stock for the nine months ended September 30, 2023, was $4,351,948, compared to $2,304,016 for the same period in 2022[173]. - 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]. Shareholder Activity and Trust Account - 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]. - As of September 30, 2023, approximately $22.9 million remained in the Trust Account after recent redemptions[136]. - The stockholders redeemed 904,023 shares, approximately 3.9% of the Public Units, leading to a beneficial ownership of 75.6% by the Founder and management team[136]. - 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]. Operational and Regulatory Considerations - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[139]. - The company has not generated any operating revenues to date and does not expect to do so until after the initial business combination[139]. - 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]. - Transaction costs for the Offering amounted to $13,193,740, including $4,600,000 in underwriting fees[149]. - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2023[164]. Management and Growth Strategy - The management team plans to apply a "Mentor-Investor" philosophy to accelerate QT Imaging's growth and development[122]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized as other income or expense[175]. - The company issued a non-convertible, non-interest bearing promissory note totaling $1,560,000 as of September 30, 2023, to fund extensions for the business combination[134].

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 has not engaged in any operations or generated revenues to date, with only non-operating income from interest on cash and marketable securities held in a trust account[135]. - For the six months ended June 30, 2023, cash used in operating activities was $1,090,540, with a net loss of $2,889,235[150]. - 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 and Strategy - The company executed a Business Combination Agreement with QT Imaging on December 8, 2022, aiming to complete its initial business combination[119]. - The management team intends to apply a "Mentor-Investor" philosophy to accelerate QT Imaging's growth and development post-business combination[121]. - The company plans to utilize cash from the proceeds of the Public Units and Private Placement Units to effectuate its initial business combination[124]. Trust Account and Securities - As of June 30, 2023, the Trust Account held marketable securities worth $32,365,352 and interest receivable of $131,605[149]. - Interest earned on marketable securities held in the Trust Account for the six months ended June 30, 2023, was $601,945, compared to $222,976 in 2022, reflecting a substantial increase[172]. - 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]. 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 to the Sponsor generated aggregate gross proceeds of $7,950,000 from the sale of 795,000 Private Placement Units[142]. - Net proceeds from the Offering and Private Placement totaled $232,300,000, which were placed in the Trust Account[143]. - 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[144]. Shareholder Activity - The company had previously redeemed 18,985,950 shares of common stock, representing approximately 82.5% of the shares from the Public Units sold in the Offering[130]. - For the three months ended June 30, 2023, 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 25% increase[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 possible redemption decreased from 23,000,000 in 2022 to 3,491,787 in 2023[172]. Expenses and Obligations - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[135]. - The Company has a monthly fee obligation of $30,000 to its Founder for office space and administrative services[164]. - 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]. - As of June 30, 2023, the Company had cash of $7,480 held outside the Trust Account[158]. Accounting and Reporting - The company has classified common stock subject to possible redemption as temporary equity, reflecting uncertain future events[173]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized in other income (expense)[174]. - The Working Capital Note is recorded at fair value, with differences recognized as either an expense or capital contribution[176]. - The company does not anticipate any material effects from recently issued accounting pronouncements on its financial statements[177].

[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)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(Unaudited)) The unaudited condensed financial statements reflect GigCapital5, Inc.'s SPAC activities, significant share redemptions, and going concern doubt [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets decreased from **$233.6 million** to **$41.7 million** due to redemptions, creating a **$1.8 million** working capital deficit Condensed Balance Sheet Comparison (Unaudited) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $485,657 | $421,549 | | Cash and marketable securities held in Trust Account | $40,487,648 | $232,304,005 | | **Total Assets** | **$41,715,265** | **$233,632,998** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $2,645,545 | $633,641 | | Deferred underwriting fee payable | $9,200,000 | $9,200,000 | | Total liabilities | $11,869,395 | $10,247,041 | | Common stock subject to possible redemption | $40,870,287 | $232,304,195 | | Total stockholders' deficit | ($11,024,417) | ($8,918,238) | [Condensed Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported no revenue, with a **$1.4 million** net loss for the nine months ended September 30, 2022, driven by general and administrative expenses Statement of Operations Highlights (Unaudited) | Metric | Nine Months Ended Sep 30, 2022 | Period from Inception to Sep 30, 2021 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | General and administrative expenses | $2,688,382 | $178,720 | | Loss from operations | ($2,688,382) | ($178,720) | | Interest income on Trust Account | $1,285,818 | $127 | | **Net loss and comprehensive loss** | **($1,401,775)** | **($239,977)** | | Basic and diluted net loss per share | ($0.35) | ($0.03) | [Condensed Statements of Stockholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Deficit) The accumulated deficit increased to **$11.0 million** as of September 30, 2022, primarily due to a **$1.4 million** net loss for the nine-month period - For the nine months ended September 30, 2022, the accumulated deficit increased by **$2.1 million**, primarily due to a net loss of **$1.4 million** and a reclassification from additional paid-in capital of **$0.7 million**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$659 thousand**, while investing activities provided **$192.7 million** from Trust Account withdrawals for redemptions - A total of **$192.1 million** was used for the redemption of Public Units during the nine months ended September 30, 2022[20](index=20&type=chunk) - Net cash used in operating activities was **$659,089** for the nine months ended September 30, 2022[20](index=20&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the business combination deadline extension, significant share redemptions, and management's conclusion of substantial doubt about the company's ability to continue as a going concern - The company is a blank check company (SPAC) formed to enter into a business combination and had not commenced any operations as of September 30, 2022[22](index=22&type=chunk)[23](index=23&type=chunk) - On September 23, 2022, stockholders approved extending the business combination deadline from September 28, 2022, up to March 28, 2023, through monthly extensions[30](index=30&type=chunk) - In connection with the extension, stockholders elected to redeem **18,985,950 shares**, representing approximately **82.6%** of the shares sold in the IPO[32](index=32&type=chunk) - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition and the potential for mandatory liquidation[48](index=48&type=chunk) - Subsequent to the quarter end, on October 3, 2022, the company entered into an exclusive, non-binding term sheet for a business combination with QT Imaging, Inc[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a SPAC with no operations, a **$1.4 million** net loss, limited liquidity, and reiterates the going concern risk - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks, IPO preparation, and searching for a business combination target[117](index=117&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Q3 2022** | $395,766 | Operating expenses of $1.1M, partially offset by $968k interest income | | **Nine Months 2022** | $1,401,775 | Operating expenses of $2.7M, partially offset by $1.3M interest income | - As of September 30, 2022, the company had **$485,657** in cash outside the Trust Account and believes these funds may be insufficient to operate until the March 28, 2023 deadline, potentially requiring additional financing from the Sponsor[137](index=137&type=chunk)[139](index=139&type=chunk) - The company has contractual obligations to pay an affiliate of the Founder **$30,000** per month for administrative services and its CFO **$2,500** per month (potentially increasing to **$15,000**)[143](index=143&type=chunk)[144](index=144&type=chunk) [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 quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information under this item[159](index=159&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes in internal control over financial reporting - Based on an evaluation as of September 30, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[161](index=161&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[163](index=163&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, nor are any threatened against it or its officers or directors - The company is not currently subject to any material legal proceedings[164](index=164&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section highlights new and heightened risks, including a potential **1%** U.S. federal excise tax on redemptions, proposed SEC rules, macroeconomic risks, and substantial doubt about the company's ability to continue as a going concern - A new **1%** U.S. federal excise tax, effective in 2023, could be imposed on the company in connection with share redemptions, potentially affecting investment value[166](index=166&type=chunk) - Proposed SEC rules for SPACs, if adopted, may materially impact the company's ability to negotiate and complete its initial Business Combination, increasing costs and time[168](index=168&type=chunk)[169](index=169&type=chunk) - The company's financial condition, including a working capital deficit of **$1.8 million** and reliance on completing a business combination by its deadline, raises substantial doubt about its ability to continue as a going concern[172](index=172&type=chunk) - There is no assurance that a definitive agreement for the business combination with QT Imaging, Inc. will be executed or that the transaction will be consummated[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of Founder Shares and Private Placement Units, and the use of IPO proceeds, including a **$192.1 million** withdrawal from the Trust Account for redemptions - The Founder purchased **5,735,000** Founder Shares for **$25,000** and **795,000** Private Placement Units at **$10.00** per unit in unregistered transactions exempt under Section 4(a)(2) of the Securities Act[220](index=220&type=chunk)[222](index=222&type=chunk) - The IPO and concurrent private placement generated total gross proceeds of **$237.95 million**, with net proceeds of **$232.3 million** placed into the Trust Account[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) - Following stockholder elections to redeem, **$192,138,312** was withdrawn from the Trust Account on September 27, 2022[235](index=235&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable as the company has no senior securities upon which to default - Not Applicable[237](index=237&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable as the company is not engaged in mining operations - Not Applicable[238](index=238&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - None[239](index=239&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL documents[241](index=241&type=chunk)