inform the Public Stockholders of such more favorable terms in writing, and the Public Stockholders will then have the right to elect to have such more favorable terms included in each Public
Stockholders respective December 2023 Non-Redemption Agreement.
This Current Report provides a summary of
the form of the December 2023 Non-Redemption Agreement, the description of which does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement. A copy of the
form of December 2023 Non-Redemption Agreement is filed as Exhibit 10.1 the Prior Form 8-K and is incorporated by reference into this Current Report.
Subscription Agreement
As previously disclosed on
the Quarterly Report on Form 10-Q filed on November 14, 2023 (Recent Form 10-Q), in furtherance of the Business Combination, on November 10, 2023, GigCapital5 and QT Imaging entered into subscription agreements (each, a
November Subscription Agreement) with certain stockholders of GigCapital5 (Subscribing Stockholders) which have agreed to purchase shares of common stock of QT Imaging in the aggregate amount of $3,000,000 in
exchange for that number of shares of QT Imaging which at the completion of the Business Combination will be converted into in the aggregate 1,200,000 shares of common stock of the Combined Company in accordance with the terms of the Business
Combination Agreement, but which the November Subscription Agreements also provide that the number of shares subscribed for QT Imaging can be reduced to the extent that the Subscribing Stockholders have not redeemed shares of common stock of
GigCapital5 in connection with the completion of the Business Combination pursuant to the terms of the non-redemption agreements executed concurrently with the November Subscription Agreements.
In addition, GigCapital5 and QT Imaging entered into an additional subscription agreement for the purchase of shares of common stock of QT Imaging (the
December Subscription Agreement) for the additional $500,000 in exchange for that number of shares of QT Imaging which at the completion of the Business Combination will be converted into the aggregate 200,000 shares of common
stock of QTI Holdings (as defined below) in accordance with the terms of the Business Combination Agreement. Contrary to the Subscribing Stockholders, this subscriber is not a party to any non-redemption agreement with GigCapital5 and is not
entitled to any early investor consideration shares of GigCapital5.
This Current Report provides a summary of the December Subscription Agreement, the
description of which does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement. The December Subscription Agreement is substantially the same as the November Subscription Agreement (other than the
differences mentioned above), a copy of which is filed as Exhibit 10.2 to the Recent Form 10-Q and is incorporated by reference into this Current Report.
Supplement to the Extension Proxy Statement
On
December 11, 2023, GigCapital5 filed the Extension Proxy Statement for the solicitation of proxies in connection with the December 2023 Meeting to consider and vote on an amendment to the Companys Amended and Restated Certificate of
Incorporation, as amended (the Charter Amendment Proposal), to give the Company the right to extend the date by which it has to consummate an initial business combination (the Combination Period) until
March 31, 2024 (the Extension Date) and an amendment to the Companys investment management trust agreement allowing the Company to extend the Combination Period until the Extension Date (the Trust Amendment
Proposal), as supplemented by the proxy supplement (the Proxy Supplement) filed on December 19, 2023.
GigCapital5 has decided
to amend the Proxy Supplement to the Extension Proxy Statement (the Amended Proxy Supplement) to provide updated information about the December 2023 Non-Redemption Agreements. There
is no change to the date, location, the record date, redemption deadline or any of the other proposals to be acted upon at the December 2023 Meeting.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as
of the December 4, 2023 record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the December 2023 Meeting by requesting that the
transfer agent return such shares prior to the December 2023 Meeting.
A copy of the Amended Extension Proxy Supplement is filed herewith as Exhibit 99.1
and is incorporated to herein by reference.
About GigCapital5
GigCapital5 is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of entering into a
merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses or entities. While GigCapital5s efforts to identify a target business may span many industries, the
focus 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 (as
amended, the Business Combination Agreement or BCA) with QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (Merger Sub), and QT Imaging (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