GigAcquisitions5, LLC Files SC 13D for QT Imaging Holdings

TL;DR

**GigAcquisitions5 now has a big stake in QT Imaging. Big moves coming?**

AI Summary

On March 4, 2024, GigAcquisitions5, LLC filed an SC 13D, reporting a change in beneficial ownership of QT Imaging Holdings, Inc. The filing indicates that GigAcquisitions5, LLC, formerly GigCapital5, Inc., now holds a significant stake in QT Imaging Holdings, Inc. The specific percentage and number of shares are not detailed in this excerpt, but the filing signifies a shift in control or influence.

Why It Matters

This filing indicates a potential change in control or significant influence over QT Imaging Holdings, Inc. by GigAcquisitions5, LLC, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions like mergers, acquisitions, or activist campaigns, introducing uncertainty and potential volatility.

Key Players & Entities

• GigAcquisitions5, LLC (company) — Filing entity, formerly GigCapital5, Inc.
• QT Imaging Holdings, Inc. (company) — Subject company
• Dr. Avi S. Katz (person) — Group member associated with the filing
• Jeffrey C. Selman (person) — Authorized person to receive notices
• DLA Piper LLP (US) (company) — Legal counsel for authorized person

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti
• $25,000 — tock for an aggregate purchase price of $25,000, or approximately $0.002488 per share (
• $0.002488 — hase price of $25,000, or approximately $0.002488 per share (the Founder Shares ). On Feb
• $10.00 — Private Units ) at a purchase price of $10.00 per Private Unit with each such unit co
• $11.50 — one share of Common Stock at a price of $11.50 per full share. GigAcquisitions5 obtain
• $943,640 — uisitions5 elected to partially convert $943,640 in principal balance outstanding under

Filing Documents

• d743411dsc13d.htm (SC 13D) — 70KB
• d743411dex78.htm (EX-7.8) — 3KB
• 0001193125-24-069691.txt ( ) — 75KB

Business

Business Combination On March 4, 2024, the Issuer announced the consummation of its business combination (the Business Combination ) with QT Imaging, Inc. ( QT Imaging ) on March 4, 2024, pursuant to that certain Business Combination Agreement, dated as of December 8, 2022, by and among GigCapital5, QT Merger Sub, Inc. ( Merger Sub ), and QT Imaging (the Business Combination Agreement ) following the approval at the annual meeting of the stockholders of GigCapital5 held on February 20, 2024 (the Annual Meeting ). In connection with the consummation of the Business Combination, the registrant changed its name from GigCapital5, Inc. to QT Imaging Holdings, Inc. on March 4, 2024. This summary is qualified in its entirety by reference to the text of the Business Combination Agreement, as amended, which is attached hereto as Exhibit 7.1, Exhibit 7.2, Exhibit 7.3, Exhibit 7.4, Exhibit 7.5 and Exhibit 7.6, and incorporated by reference. Registration Rights Agreement On September 23, 2021, GigCapital5 entered into a Registration Rights Agreement with GigAcquisitions5 and other stockholders of GigCapital5. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Issuer register all of the shares of the Common Stock, as well as the Private Warrants, and the shares of the Common Stock issued or issuable upon the exercise of any Private Warrants, for sale under the Securities Act of 1933, as amended. In addition, these holders will have piggy-back registration rights to include their securities in other registration rights agreement. This summary is qualified in its entirety by reference to the text of the Registration Rights Agreement, which is included as Exhibit 7.7 and inc

View Full Filing

View this SC 13D filing on SEC EDGAR