of GigCapital5s search is for prospects within the technology, media and telecommunications, aerospace and defense, advanced medical equipment, intelligent automation and sustainable
industries. GigCapital5 was sponsored by GigAcquisitions5, LLC, which was founded by GigFounders, LLC, each a member entity of GigCapital Global, and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or similar business combination with one or more businesses.
On December 8, 2022, GigCapital5 entered
into a Business Combination Agreement (the Business Combination Agreement) with QT Imaging and QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (Merger Sub and the transactions
contemplated by the Business Combination Agreement, the Business Combination). Pursuant to the terms of the Business Combination Agreement, Merger Sub will merge with and into QT Imaging (the Merger), with QT Imaging as the
surviving company in the Merger (the Surviving Corporation), and after giving effect to the Merger, the Surviving Corporation will be a wholly owned subsidiary of GigCapital5, which will be renamed as QT Imaging Holdings, Inc.
Forward-Looking Statements
This press release includes
forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of GigCapital5 and QT Imaging
may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events.
Any
statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may,
will, could, should, believes, predicts, potential, continue, and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations of the management of QT Imaging with respect to the business and prospects of QT Imaging and the QTscan® and other products of QT Imaging,
the benefits of the proposed Business Combination, the plans, expectations and intentions of QT Imaging and GigCapital5, the satisfaction of the closing conditions to the proposed Business Combination, the timing of the completion of the proposed
Business Combination and the future performance of QT Imaging, including the anticipated impact of the proposed Business Combination on this performance, and the entry into the Definitive Agreements for the Facility with Yorkville and the
utilization of such Facility. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of
GigCapital5 and QT Imaging and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability of GigCapital5, QT Imaging and QTI Holdings to issue equity or equity-linked securities in
connection with the proposed Business Combination or in the future, (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed Business Combination and the Business Combination
Agreement; (3) the inability to complete the proposed Business Combination, including the risk that any regulatory approvals or the SECs declaration of the effectiveness of the Proxy Statement are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect QTI Holdings or the expected benefits of the proposed Business Combination or due to failure to obtain approval of the stockholders of GigCapital5 and QT Imaging or other conditions to closing;
(4) the amount of redemption requests made by GigCapital5s stockholders; (5) the impact of the COVID-19 pandemic on (x) the parties ability to