GigCapital5, Inc. (“GigCapital5” or the “Company”) (NASDAQ:
GIA), 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, today announced that on
December 28, 2023, its stockholders approved an extension of the
date by which it has to consummate a business combination, allowing
the Company to extend such date one (1) time from December 28, 2023
until March 31, 2024 (the extension, the “Extension”).
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
GigCapital5’s efforts to identify a target business may span many
industries, the focus of GigCapital5’s 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 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. (“QTI Holdings”).
Additional Information and Where to Find It
In connection with the proposed Business Combination,
GigCapital5 filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 (together with all
amendment to such registration statement, the “Registration
Statement”), which includes a preliminary proxy
statement/prospectus (the “BCA Proxy Statement”) to be distributed
to holders of GigCapital5 Common Stock in connection with
GigCapital5’s solicitation of proxies for the vote by GigCapital5’s
stockholders with respect to the Business Combination and the other
matters as described in the Registration Statement and a prospectus
relating to the offer of the securities to be issued to the
stockholders of QT Imaging in connection with the Business
Combination. After the Registration Statement has been filed and
declared effective, GigCapital will mail a definitive BCA Proxy
Statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the
BCA Proxy Statement, any amendments thereto and any other documents
filed with the SEC carefully and in their entirety when they become
available because they will contain important information about
GigCapital5, QT Imaging and the proposed Business Combination. Such
persons can also read GigCapital5’s Annual Report on Form 10-K and
Current Reports on Form 8-K for more information on the security
holdings of its officers and directors and their respective
interests as security holders in the consummation of the
Transactions described in this Current Report. The BCA Proxy
Statement, Registration Statement, the Extension Proxy Statement,
and GigCapital5’s other reports can be obtained, without charge, at
the SEC’s web site (www.sec.gov) and on GigCapital5’s website at
www.gigcapital5.com.
Participants in the Solicitation
GigCapital5, QT Imaging, and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of GigCapital5 stockholders in connection
with the extension of the business combination period until March
31, 2023 and approval of the proposed Business Combination.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of GigCapital5’s
directors and officers in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, which was filed with the SEC
on June 15, 2023. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to
GigCapital5’s stockholders in connection with the extension of the
business combination period is set forth in the Extension Proxy
Statement and approval of the proposed Business Combination is set
forth in the BCA Proxy Statement for the proposed Business
Combination. Information concerning the interests of GigCapital5’s
and QT Imaging’s equity holders and participants in the
solicitation, which may, in some cases, be different than those of
GigCapital5’s and QT Imaging’s equity holders generally, is set
forth in the Extension Proxy Statement relating to the extension of
the business combination period. GigCapital5 stockholders,
potential investors and other interested persons should read the
Extension Proxy Statement and the BCA Proxy Statement carefully
before making any voting or investment decisions.
Forward-Looking Statements:
This Current Report 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. 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, the
completion of the financing with Yorkville or the ability to raise
any other financing in connection with the Business Combination,
and the GigCapital5 ability to maintain its listing on any stock
exchange following the September 2023 Meeting. 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 BCA; (3) the inability to
complete the proposed Business Combination, including the risk that
any regulatory approvals or the SEC’s declaration of the
effectiveness of the BCA 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 GigCapital5’s stockholders; (5) the impact of the COVID-19
pandemic on (x) the parties’ ability to consummate the proposed
Business Combination and (y) the business of QT Imaging and QTI
Holdings; (6) the receipt of an unsolicited offer from another
party for an alternative business transaction that could interfere
with the proposed Business Combination; (7) the inability to obtain
or maintain the listing of GigCapital5 on the Nasdaq Stock Exchange
or any other Exchange following the September 2023 Meeting or the
listing of QTI Holdings’ common stock on the Nasdaq Stock Exchange
or any other Exchange following the proposed Business Combination;
(8) the risk that the proposed Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the proposed Business Combination; (9) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of QTI Holdings to grow and manage growth
profitably and retain its key employees; (10) costs related to the
proposed Business Combination; (11) changes in applicable laws or
regulations; (12) the demand for QT Imaging’s and QTI Holdings’
services together with the possibility that QT Imaging or QTI
Holdings may be adversely affected by other economic, business,
and/or competitive factors; (13) risks and uncertainties related to
QT Imaging’s business, including, but not limited to, the ability
of QT Imaging to increase sales of its output products in
accordance with its plan; (14) risks related to the rollout of QT
Imaging’s business and the timing of expected business milestones;
(15) the effects of competition on QT Imaging’s business; (16)
changes in domestic and foreign business, market, financial,
political, and legal conditions; (17) the inability to close on the
Yorkville SEPA or obtain any other financing to support the closing
of the Business Combination and cover operating needs of QTI
Holdings, and (18) other risks and uncertainties included in (x)
the “Risk Factors” sections of the most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC by
GigCapital5 and (y) other documents filed or to be filed with the
SEC by GigCapital5. The foregoing list of factors is not exclusive.
You should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. GigCapital5 and
QT Imaging do not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions, or circumstances on which any such
statement is based.
No Offer or Solicitation
This Current Report will not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report will
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20231229846626/en/
GigCapital5, Inc. Contact: Brian Ruby, ICR,
Brian.Ruby@icrinc.com
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