Item 1.01 |
Entry into a Material Definitive Agreement. |
As previously disclosed in a Current Report on Form 8-K that GigCapital5, Inc., a Delaware corporation
(GigCapital5), filed with the U.S. Securities and Exchange Commission (the SEC) on December 8, 2022, GigCapital5, QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5
(Merger Sub), and QT Imaging, Inc., a Delaware corporation (QT Imaging or the Company) entered into the Business Combination Agreement on December 8, 2022, as amended by the First
Amendment on May 5, 2023, the Second Amendment on September 21, 2023, the Third Amendment on November 10, 2023, and the Fourth Amendment on November 22, 2023 (as amended, the BCA, and the transactions
contemplated thereby, the Business Combination). Pursuant to the terms of the BCA, 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).
On February 2, 2024, GigCapital5 entered into that certain Fifth Amendment to Business Combination Agreement (the BCA Amendment),
which amended the definition of Aggregate Excess Company Transaction Expenses Shares to mean solely a number of shares of GigCapital5 Common Stock equal to the quotient of (a) the amount of Company Transaction Expenses in excess of
the Company Transaction Expenses Cap, if any, divided by (b) $10.00, and rounded up the nearest whole share.
Terms used but not defined herein have the
meaning set forth in the BCA. To the extent not specifically amended by the BCA Amendment, all provisions of the BCA remain in full force and effect.
This Current Report on Form 8-K (this Current Report) provides a summary of the BCA as amended by
the BCA Amendment. Such description does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by
reference into this Current Report.
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.