GigCapital5 (GIA) signs $151M merger agreement with QT Imaging; earnout up to 9M shares

QT IMAGING HOLDINGS, INC.

Business Combination Agreement signed Dec 8, 2022; QT Imaging to merge into a subsidiary and become wholly owned.
Base consideration $151M, adjusted for cash, debt, expenses; per-share value tied to $10.00 reference price.
Up to 9M earnout shares tied to FDA clearance, revenue milestones ($4.4M, $17.1M, $67M), and $15 stock price trigger.
Post-closing board: 7 directors (3 from GigCapital5, 4 from QT Imaging); classified structure with chairman from GigCapital5.
Combined company will be renamed QT Imaging Holdings, Inc.; shares to be listed on NYSE or Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

QT IMAGING HOLDINGS, INC. entered into Business Combination Agreement with GigCapital5, Inc., QTI Merger Sub, Inc., and QT Imaging, Inc. (effective 2022-12-08).

Action: entry
Agreement: merger
Counterparty: GigCapital5, Inc., QTI Merger Sub, Inc., and QT Imaging, Inc.
Effective: 2022-12-08

Exact text from the filing

On December 12, 2022, GigCapital5, Inc., a Delaware corporation (“ GigCapital5 ”), announced that it executed a Business Combination Agreement (the “ Business Combination Agreement ”), dated as of December 8, 2022, with QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (“ Merger Sub ”), and QT Imaging, Inc., a Delaware corporation (“ QT Imaging ”)

View on SEC.gov

25 material agreements filed in the last 30 days. Browse all material agreements →

QT IMAGING HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-22-302292

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.