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 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)