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)

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].

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 March 31, 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 | (I.R.S. ...

Business Strategy and Goals - The company aims to achieve an enterprise value of at least $250 million, preferably over $0.5 billion, focusing on sectors such as technology, media, telecommunications, aerospace, defense, advanced medical equipment, intelligent automation, and sustainability[15]. - The company intends to leverage its management team's extensive experience and relationships to optimize growth initiatives for target businesses[19]. - The company seeks to partner with mid-sized businesses that have established market positions and strong management teams[24]. - The management team has a proven track record in mergers and acquisitions, aiming to create value through strategic partnerships and operational improvements[24]. - The focus will be on companies that embrace digital transformation and sustainable practices as competitive advantages[24]. - The company plans to utilize a "Mentor-Investor" approach to assist late-stage growth companies in transitioning to public entities[19]. Market Trends and Consumer Behavior - Urban population is projected to rise from 53% to 70% by 2050, adding approximately 2.5 billion people to urban areas, necessitating significant investments in smart and sustainable city infrastructures[16]. - Over 50% of total Consumer Packaged Goods market growth is driven by consumer sensitivity to sustainable-marketed products in the last five years[16]. Financial Considerations and Requirements - The company has available funds for a business combination amounting to $232,304,005 as of December 31, 2021, assuming no redemptions[33]. - The company requires a minimum of $5,000,001 in net tangible assets upon consummation of the initial business combination to avoid being subject to Rule 419[42]. - The company must have net tangible assets of at least $5,000,001 upon consummation of the initial business combination[66]. - The founders must deposit 0.33% of the gross proceeds of the offering for each one-month extension of the time period to complete the initial business combination[53]. - As of December 31, 2021, the net proceeds from the IPO held in the Trust Account amounted to $232,304,005, entirely in money market funds investing in U.S. treasuries[277]. - The Trust Account funds are intended for consummating an initial business combination[277]. Risks and Challenges - The company may not have the resources to diversify operations after the initial business combination, potentially exposing it to risks associated with a single line of business[34]. - The company may face challenges in evaluating the management team of a target business, which could impact the success of the business combination[36]. - There is no current market for the target company's securities, which may limit the perceived benefits of the business combination[31]. - The company may need to seek third-party financing if a target business imposes working capital conditions, which could complicate the business combination process[42]. - The company expects intense competition from private equity groups and other entities in acquiring target businesses[66]. - The potential future dilution from outstanding warrants may impact available resources for business combinations[74]. Stockholder Considerations - The company will seek stockholder approval for any proposed business combination unless it opts for a tender offer, allowing stockholders to sell their shares without a vote[41]. - Stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[43]. - The company will redeem 100% of the outstanding public shares at a per-share price equal to the aggregate amount in the trust account if an initial business combination is not completed by September 28, 2022, or March 28, 2023, if extended[52]. - The initial per-share redemption price is expected to be $10.10, excluding interest earned on the trust account[59]. - If the company fails to complete a business combination, it will liquidate and dissolve, with the process expected to take no more than ten business days[58]. - The founders and management team have waived their rights to participate in any liquidation distribution with respect to their shares[58]. - The company will not comply with certain Delaware General Corporation Law procedures, potentially exposing stockholders to claims beyond the third anniversary of dissolution[55]. - The company anticipates that any bankruptcy claims could deplete the trust account, affecting the amount returned to public stockholders[62]. Operational and Compliance Aspects - The company has not engaged in any operations or generated any revenues to date[276]. - The company is not required to assess internal control procedures until the fiscal year ending December 31, 2022, as per the Sarbanes-Oxley Act[73]. - There may be delays in completing transactions due to obligations for stockholder approval of business combinations[74]. - Financial statements for potential acquisition targets must comply with GAAP or IFRS standards[72]. - The company has limited its efforts to organizational activities and identifying potential business combinations[276]. - There is no assurance that identified acquisition candidates will have the necessary financial statements[72].

Financial Performance - For the three months ended September 30, 2021, the company reported a net loss of $204,228, which included operating expenses of $142,971 and a change in fair value of warrant liability of $61,346[95] - For the period from January 19, 2021, to September 30, 2021, the company reported a total net loss of $239,977, primarily due to operating expenses and changes in warrant liability[96] - Net loss attributable to non-redeemable common stock for the three months ended September 30, 2021, was $(204,317) thousand, resulting in a net loss per share of $(0.02) basic and diluted[115] - The total net loss for the period from January 19, 2021, through September 30, 2021, was $(204,228) thousand, with net income attributable to common stock subject to possible redemption of $89 thousand[115] - The basic and diluted net income per share for common stock subject to possible redemption was $0.00 for the period[115] Cash and Securities - As of September 30, 2021, the company held cash and marketable securities amounting to $232,300,000 in the trust account, excluding $127 of interest earned but not received[99] - As of September 30, 2021, the company had cash of $2,051,697 held outside the trust account, which may be used for operational expenses if necessary[102] Initial Public Offering - The company generated gross proceeds of $230,000,000 from its Initial Public Offering (IPO) of 23,000,000 Public Units, sold at a price of $10.00 per unit[98] Operations and Revenue - The company has not engaged in any operations or generated revenues to date, with expectations to generate non-operating income from interest on cash and marketable securities held in the trust account[94] Expenses and Liabilities - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[94] - The company has no long-term debt or capital lease obligations as of September 30, 2021, but has a monthly fee agreement of $30,000 with its Founder for office space and administrative services[106][107] - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of September 30, 2021[105] Equity and Shares - Common stock subject to possible redemption is classified as temporary equity, with 750,000 shares subject to possible redemption as of September 30, 2021[116] - The weighted-average non-redeemable common shares outstanding for the period was 9,699,293[115] - The company has a weighted-average number of common stock subject to possible redemption of 270,588 for the period[115] Accounting and Valuation - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes in fair value recognized as other expenses[117] - The company has not recognized the effect of potential common shares from warrants in the diluted net loss per share calculation due to being in a net loss position[113] - The company adopted ASU 2020-06 effective January 19, 2021, which did not have a material impact on its condensed financial statements[119] Risk Factors - As of September 30, 2021, the company was not subject to any market or interest rate risk, with funds held in the Trust Account invested in U.S. government securities[120]