Katz/GigCapital Amends QT Imaging Holdings Stake Filing

TL;DR

Katz/GigCapital updated their QT Imaging stake filing again. Watch for more details.

AI Summary

Avi S. Katz, filing as a representative of GigCapital, Inc., has amended their Schedule 13D filing for QT Imaging Holdings, Inc. on November 22, 2024. This amendment, the fifth, indicates a change in the beneficial ownership of QT Imaging Holdings, Inc. The filing does not specify the exact nature of the change or the new ownership percentages, but it is an update to their previous filings regarding their stake in the company.

Why It Matters

This filing signals a potential shift in control or significant shareholder interest in QT Imaging Holdings, Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty for investors.

Key Numbers

• 20241122 — Filing Date (Date of the amendment filing)
• 20241122 — Date of Change (Date of event requiring filing)

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Subject company
• Katz Avi S (person) — Filing person
• GigCapital, Inc. (company) — Associated entity with filing person
• Jeffrey C. Selman (person) — Authorized to receive notices
• DLA Piper LLP (US) (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securitie

Filing Documents

• schedule13damendmentno5for.htm (SC 13D/A) — 54KB
• 0001451693-24-000014.txt ( ) — 55KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to shares of Common Stock, $0.0001 par value (the " Common Stock ") of QT Imaging Holdings, Inc., a Delaware corporation (the " Issuer "). The address of the Issuer's principal executive offices is 3 Hamilton Landing, Suite 160, Novato, CA 94949.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by GigAcquisitions5, LLC, a Delaware limited liability company (" GigAcquisitions5 "), and Dr. Avi S. Katz, a citizen of the United States and Israel who is the manager of GigAcquisitions5 (each, a " Reporting Person " and, collectively, the " Reporting Persons "). Dr. Katz is currently a member of the Board of the Issuer. (b) The business address of the Reporting Persons is 1731 Embarcadero Road, Suite 200, Palo Alto, California 94303. (c) The Reporting Persons may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the " Exchange Act "). (d) During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to an ongoing evaluation of the Issuer's business, financial condition, operations and prospects price levels of the Issuer's securities general market, industry and economic conditions the relative attractiveness of alternative business and investment opportunities and other future developments. Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons' investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions andor other factors.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of this Schedule 13D is amended and supplemented as follows

Item 5 of this Schedule 13D is amended and supplemented as follows (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 4 to this Schedule 13D. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. (e) November 12, 2024.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Sponsor and Dr. Avi. S. Katz have previously entered into the Joint Filing Agreement attached as Exhibit 7.4 to the Original Schedule 13D with respect to the joint filing of this Schedule 13D. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Date November 22, 2024 GigAcquisitions5, LLC By s Dr. Avi S. Katz Dr. Avi S. Katz Manager By s Dr. Avi S. Katz Dr. Avi S. Katz

View Full Filing

View this SC 13D/A filing on SEC EDGAR