GigCapital5, Inc. (“GigCapital5” or the “Company”) (NASDAQ: GIA)
today announced that pursuant to the terms of the Settlement
Agreement (the “Settlement Agreement”) that GigCapital5, QT
Imaging, Inc., a Delaware corporation (“QT Imaging”), and the John
C. Klock, Jr. and Cynthia L. Klock Trust Dated 7/27/07 (the “Klock
Trust”) entered into on September 21, 2023, QT Imaging intends to
enter into Non-Redemption Agreements (the “Non-Redemption
Agreement”) with non-affiliate stockholders of GigCapital5 common
stock (“GigCapital5 Shares”) and agrees to issue immediately prior
to the closing (the “Closing”) of the Business Combination (as
defined below) that number of shares of QT Imaging common stock
(the “QTI Bonus Shares”) that, following conversion upon the
Closing into GigCapital5 Shares to be registered in the
registration statement on Form S-4 (together with all amendments,
the “Registration Statement”), as initially filed with Securities
and Exchange Commission (the “SEC”) on February 14, 2023, will
equal 0.15 GigCapital5 Shares per GigCapital5 Share that such
holders agree not to redeem in connection with the upcoming special
meeting of stockholders of GigCapital5 scheduled for September 28,
2023 (the “Special Meeting”).
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”) 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 SEC 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. In addition,
GigCapital5 filed a definitive proxy statement (the “Extension
Proxy Statement”) prior to the Special Meeting seeking to extend
the business combination period to December 31, 2023. 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
December 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 Yorkville SEPA or the ability to raise any other
financing in connection with the Business Combination, the
completion of the Non-Redemption Agreements, and the GigCapital5
ability to maintain its listing on any 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, (18) the ability of QT Imaging to enter into the
Non-Redemption Agreements with non-affiliate stockholders of
GigCapital5 agreeing to not redeem their shares in connection with
the Special Meeting, and (19) 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230922671299/en/
GigCapital5, Inc.: Brian Ruby, ICR,
Brian.Ruby@icrinc.com
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