QT Imaging, Inc. entered into a non-binding term sheet to acquire GigCapital5, Inc. (NYSE:GIA) from GigAcquisitions5, LLC and others in a reverse merger transaction on October 3, 2022. QT Imaging, Inc. entered into a definitive business combination agreement to acquire GigCapital5, Inc. (NYSE:GIA) from GigAcquisitions5, LLC and others for approximately $160 million in a reverse merger transaction on December 8, 2022. The business combination values QT Imaging at an equity value of $151 million, plus (ii) the Aggregate Exercise Price, plus (iii) Closing Cash; plus (iv) Transaction Expenses; minus (b) Closing Debt, which shall not exceed $4.8 million. As on September 21, 2023, GigCapital5 entered into that certain Second Amendment, pursuant to which at closing GigCapital5 will deposit 9 million shares as part of consideration earnout shares. The aggregate closing merger consideration of 14,977,442 shares will be calculated as the aggregate closing merger consideration value of approximately $149.8 million divided by $10 per share, less the Aggregate Excess QT Imaging Transaction Expenses Shares less the number of shares of GigCapital5 Common Stock that are not redeemed pursuant to the terms of the November 2023 non-redemption agreements. Post deal completion, QT?s existing equity shareholders expected to own a majority of the equity in the Surviving Company. The deal shall result in QT becoming a publicly traded company. Under the terms of the Term Sheet, the Company and QT intend to enter into a definitive agreement pursuant to which the Company and QT would combine, with the former equity holders of both entities holding equity in the combined public company listed on the New York Stock Exchange or any other national stock exchange (the ?Surviving Company?) and with QT?s existing equity holders expected to own a majority of the equity in the Surviving Company and shall be renamed QT Imaging Holdings, Inc. under the ticket "QTI". Effective as of the Closing, the ?QTI Holdings Board ? shall consist of seven directors. As of April 11, 2023, GigCapital5, Inc. announced that it intends to move the listing of its common stock from the New York Stock Exchange to The Nasdaq Global Market on or around April 26, 2023. GigCapital5 expects the GigCapital5 Common Stock to commence trading on Nasdaq on or about April 26, 2023, under the symbol ?GIA?.

The final terms of the definitive agreement are subject to the completion of due diligence to the Company?s satisfaction. The completion of the proposed business combination is subject to the negotiation and execution of definitive documentation and satisfaction of the conditions therein, including completion of any required stock exchange and regulatory review, all applicable waiting periods (and any extensions of such waiting periods) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the transactions will have expired or been terminated, the Registration Statement will have been declared effective, the shares of GigCapital5 Common Stock will be listed on an Exchange, GigCapital5 will have net tangible assets of at least $5,000,001, GigCapital5 will have delivered a copy of the Lock-Up Agreement duly executed by GigCapital5 and the Sponsor, the Stockholder Support Agreement shall be in full force and effect on the closing date, execution and delivery of Registration Rights Agreement, QT Imaging shall have delivered to GigCapital5 the Public Company Accounting Oversight Board (United States) (?PCAOB?) Financial Statements, Company Closing Debt shall be no more than $4,800,000, the QT Imaging Warrants (other than In-the-Money Company Warrants) shall have been cancelled, all members of the Company Board and the Board of Directors of the Company Subsidiaries shall have executed written resignations effective as of the Effective Time, completion of due diligence to GigCapital5?s satisfaction and approval of the transaction by each of GigCapital5?s and QT?s stockholders. The transaction has been approved unanimously by the boards of directors of both QT Imaging and GigCapital5. As per the second amendment, the condition precedent that GigCapital5 should hold $15 million cash prior to closing and shares of GigCapital5 Common Stock shall be listed on an Exchange as of the Closing Date is removed. As of October 26, 2022, GigAcquisitions5, LLC (the ?Sponsor?), has funded the trust account maintained with Continental Stock Transfer & Trust Company with an additional $160,000 payment. As a result of the deposits into the Trust Account, the period of time that GigCapital5 has to consummate a business combination has been extended by a month to November 28, 2022 (and may be extended thereafter on a monthly basis until March 28, 2023 upon payment of a monthly fee equal to $160,000). As a result of the deposits into the Trust Account, the period of time that GigCapital5 has to consummate a business combination has been extended by a month to December 28, 2022. As of February 27, 2023, GigCapital5 has to consummate a business combination has been extended by a month to March 28, 2023. As of April 27, 2023, the Company further amended and restated the Extension Note to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Seventh Restated Extension Note of $1,160,000. The Seventh Restated Extension Note was issued in connection with the extension of the business combination period from April 28, 2023 on a monthly basis up to September 28, 2023 approved by the stockholders of the Company on March 28, 2023, extending the combination period until May 28, 2023. The transaction is expected to close in the first half of 2023. As of August 28, 2023, GigCapital5, Inc. announced that its Trust Account has been funded with a $100,000 payment, extending the date by which it has to consummate a business combination by an additional one (1) month period until September 28, 2023. As of September 18, 2023, GigCapital5 filed a definitive proxy statement, seeking to extend the business combination period to December 31, 2023. As per second amendment filed on September 21, 2023, the outside date to consummate the transaction is extended to December 31, 2023. On November 22, 2023, the parties entered into the Fourth Amendment to Business Combination Agreement, which extended the Outside Date to March 31, 2024. The special meeting of stockholders of GigCapital5, Inc. approved the Outside Date to March 31, 2024. As of February 22, 2024, GigCapital5?s stockholders voted to approve the merger. As of February 29, 2024, the transaction is expected to close on March 4, 2024.

Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to GigCapital5. Ronald N. Brown, III, Kelly L. Freund, Daniel P. Klusman, Jeffrey Selman and John Maselli of DLA Piper LLP (US) and Potter Anderson & Corroon LLP acted as legal advisor to GIA. Andrew J. Sherman of Seyfarth Shaw LLP acted as legal advisor to QT. Northland Securities, Inc. is serving as Financial and Capital Markets Advisors with a service fee of $750,000 to GIA. Morrow & Co., LLC acted as proxy solicitor to GIA. GigCapital5 anticipates it will pay Morrow Sodali a fee of $25,000 for its services rendered. William Blair & Company L.L.C. is acting as financial advisor to GIA. Andrew J. Sherman, Karen P. Ramdhanie and Rodger D. Moss Jr. of Brown Rudnick LLP are acting as legal advisors to QT. Exit Strategy Partners, LLC introduced the parties and advised QT Imaging, Inc. in the transaction. BPM LLP is serving as auditor to QT Imaging and GigCapital5.
QT Imaging, Inc. completed the acquisition of GigCapital5, Inc. (NYSE:GIA) from GigAcquisitions5, LLC and others in a reverse merger transaction on March 4, 2024. Upon completion of the Business Combination, the combined company changed its name to QT Imaging Holdings, Inc. (?QT Imaging?). QT Imaging?s shares of common stock are expected to commence trading on the NASDAQ on March 5, 2024, under the new ticker ?QTI?. The company?s units, formerly trading in the OTC market under ?GIAFU? have been delisted as of March 11, 2024.