Business Combination and Merger - 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, resulting in the name change to QT Imaging Holdings, Inc.[15] - The merger with QT Imaging positions the company to leverage strong relationships in the advanced medical equipment industry to drive strategic dialogue and access new customer relationships[17]. - The Business Combination with QT Imaging is expected to continue incurring losses, with profitability dependent on achieving sufficient revenues[480]. - The Company has 30 months from September 28, 2021, to complete its initial Business Combination, with specific extension payments required[478]. - The Company extended the deadline for completing a business combination from December 31, 2023, to March 31, 2024[471]. - The Company extended the date to consummate its initial business combination from September 28, 2023, to December 31, 2023, with stockholders redeeming 904,023 shares, resulting in $9,828,000 withdrawn from the Trust Account[50]. - Stockholders approved an amendment to extend the business combination deadline from December 31, 2023, to March 31, 2024, with 2,385 shares redeemed, leading to $26,201 withdrawn from the Trust Account[51]. - The Company may enter into PIPE Subscription Agreements for gross proceeds not exceeding $26,000,000 in connection with the Business Combination[486]. Financial Performance and Position - The Company reported an accumulated deficit of $(17,104,720) as of December 31, 2023, compared to $(13,080,129) in 2022, reflecting a worsening of approximately 31%[448]. - The Company has no revenues to date and has focused on organizational activities and identifying potential business combinations[435]. - Revenues for the year ended December 31, 2023, were $0, compared to $0 for the year ended December 31, 2022[451]. - Net loss for the year ended December 31, 2023, was $(4,024,591), compared to a net loss of $(2,774,307) in 2022, indicating a 45.0% increase in losses[451]. - Total current liabilities increased significantly to $12,682,544 in 2023 from $4,186,399 in 2022, representing an increase of approximately 203%[448]. - The Company has a total stockholders' deficit of $(12,514,886) as of December 31, 2023, compared to $(13,079,474) in 2022, showing a slight improvement[448]. - The Company incurred a net loss of $4,024,591 for the year ended December 31, 2023, with an accumulated deficit of $17,104,720[480]. - The Company reported a total loss before provision for income taxes of $(3,605,472) for the year ended December 31, 2023, compared to $(2,287,692) for 2022[549]. - The total provision for income taxes for the year ended December 31, 2023, was $419,119, a decrease from $486,615 in 2022[550]. Cash and Trust Account Management - As of December 31, 2023, the Trust Account held $23,302,116 in cash, down from $41,561,656 in 2022, indicating a decrease of approximately 44%[436][448]. - The Company has a total of approximately $23.3 million remaining in the Trust Account following the recent redemptions[52]. - The Company had cash and cash equivalents of $0 as of December 31, 2023 and 2022[493]. - Cash at the end of the period was $2,438, a decrease from $78,196 at the beginning of the period[457]. - The Company generated $19,919,611 in net cash from investing activities in 2023, compared to $192,241,509 in 2022[457]. Stockholder Actions and Equity Management - The company’s management team and founders beneficially own approximately 75.6% of the issued and outstanding common stock following the latest redemption[50]. - The company’s stockholders redeemed approximately 82.5% of the shares from the initial public offering, totaling 18,985,950 shares, which resulted in $192,138,312 withdrawn from the Trust Account[47]. - The Company has established an equity incentive award plan with an award pool equal to 11% of the fully diluted shares of GigCapital5 Common Stock outstanding after the Effective Time[43]. - The Company has agreed to non-redemption agreements with investors, allowing them to not redeem up to 400,000 shares in exchange for cash[534]. - Following the annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares, representing approximately 3.7% of the shares sold in the Offering[556]. Operational and Competitive Landscape - The Company is subject to intense competition post-business combination, which may impact its ability to compete effectively[73]. - The Company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[460]. - The Company has not been involved in any material legal proceedings as of December 31, 2023[76]. - The Company relies on a combination of intellectual property protections, including patents and trademarks, to safeguard its business interests[74]. Technology and Market Potential - QT Imaging's technology offers a non-ionizing, low-cost imaging modality that can be deployed in low-resource environments (LREs) and is suitable for direct-to-consumer (DTC) and point-of-care (POC) applications[21]. - The QT Breast Scanner provides sub-millimeter, high-definition image resolution and utilizes low-frequency sound waves, significantly increasing diagnostic information compared to conventional imaging methods[23]. - The QT Breast Scanner received FDA clearance in June 2017 and is currently applicable as a supplementary imaging device for breast density determination and lesion diagnosis[26][25]. - The company’s strategy includes creating disruptive innovations in medical imaging, focusing on patient outcomes, and democratizing healthcare access through technology[30]. - The global market for medical imaging is large, with significant potential for expansion in areas where QT Imaging has differentiation, such as affordability and accessibility[21]. - The company aims to provide a new social and economic opportunity for consumers to take control of their healthcare, enabling imaging for minor injuries without needing a healthcare gatekeeper[30].
GigCapital5(GIA) - 2023 Q4 - Annual Report