--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-082333" form_type: "8-K" ticker: "QTI" cik: "0001844505" company_name: "QT IMAGING HOLDINGS, INC." filed_at: "2023-03-28T23:59:59+00:00" generated_at: "2026-06-17T13:36:54.051683+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # GigCapital5 stockholders approve extension to September 28, 2023; trust funded with $100k ## Summary - Stockholders voted 9,334,432 for vs 34,602 against to extend business combination deadline up to six months to Sept 28, 2023. - Sponsor deposited $100,000 into trust for first monthly extension; total extension note principal now $1,060,000. - Sponsor also provided $130,000 working capital loan (convertible into units at $10/unit); aggregate working capital note $805,000. - 995,049 shares redeemed (~4.3% of IPO shares); trust has ~$31.8M remaining; 3,091,001 shares outstanding. - Extension allows SPAC to continue seeking a business combination; next deadline extended to April 28, 2023. ## SEC filing metadata - accession: 0001193125-23-082333 - form_type: 8-K - ticker: QTI - cik: 0001844505 - company_name: QT IMAGING HOLDINGS, INC. - filed_at: 2023-03-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/d442545d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-082333 - JSON: https://secwatch.observer/filing/0001193125-23-082333.json - Plain text: https://secwatch.observer/filing/0001193125-23-082333.txt ## Key facts - Debt Financings QT IMAGING HOLDINGS, INC. amended debt of $1,060,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination by the Company. - Principal: $1,060,000 - Counterparty: GigAcquisitions5, LLC - Rate: bear no interest - Maturity: repayable in full upon the consummation of a business combination by the Company - Event: amendment source text: On March 28, 2023, the Company further amended and restated the Extension Note (the “Sixth Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Sixth Restated Extension Note of $1,060,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - Debt Financings QT IMAGING HOLDINGS, INC. amended convertible notes of $805,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination by the Company. - Instrument: convertible notes - Principal: $805,000 - Counterparty: GigAcquisitions5, LLC - Rate: bear no interest - Maturity: repayable in full upon the consummation of a business combination by the Company - Event: amendment source text: On March 28, 2023, the Company further amended and restated the Working Capital Note (the “Sixth Restated Working Capital Note”) to reflect an additional principal amount of $130,000 extended by the Sponsor to the Company for a collective principal amount under the Sixth Restated Working Capital Note of $805,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - Governance Changes QT IMAGING HOLDINGS, INC.: Amendment to Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate a business combination transaction from March 28, 2023 to September 28, 2023 on a monthly basis (effective 2023-03-28). - Change: charter amendment - Effective: 2023-03-28 source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On March 28, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of March 28, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - Material Agreements QT IMAGING HOLDINGS, INC. amended IMTA Amendment with Continental Stock Transfer & Trust Company (effective 2023-03-28). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-03-28 source text: On March 28, 2023, the Company’s stockholders approved an amendment (the “IMTA Amendment”) to the IMTA that extends the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units (the “IPO”)) on a monthly basis up to six (6) times until September 28, 2023 by depositing into the trust account (the “Trust Account”) $100,000 for each one-month extension, as described in the Definitive Proxy Statement on Form DEF 14A as filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 14, 2023 (the “Definitive Proxy Statement”). Following such approval by the Company’s stockholders, the Company and CST entered into the IMTA Amendment on March 28, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to extend business combination deadline at the 2023-03-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-03-28 source text: Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023, by the votes set forth in the table below: For Against Abstained 9,334,432 34,602 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Investment Management Trust Agreement to extend business combination deadline with deposit requirement at the 2023-03-28 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-03-28 source text: Proposal 2: The stockholders approved an amendment to the Company’s Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023, by depositing into the Trust Account for each one-month extension $100,000, by the votes set forth in the table below: For Against Abstained 9,334,432 34,602 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312523082333/0001193125-23-082333-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.