--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-042178" form_type: "8-K" ticker: "QTI" cik: "0001844505" company_name: "QT IMAGING HOLDINGS, INC." filed_at: "2024-02-22T23:59:59+00:00" generated_at: "2026-06-05T20:55:54.078487+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # GigCapital5 shareholders approve business combination with QT Imaging; all proposals pass ## Summary - All 8,136,762 votes cast in favor of Business Combination Agreement and related proposals (100% for). - Stockholders approved name change to QT Imaging Holdings, Inc. and authorized 500M common + 10M preferred shares. - Approved issuance of up to 14.78M shares to QT Imaging equity holders and up to $50M Yorkville Financing. - Approved election of seven directors to staggered terms effective upon Closing of the Business Combination. - Issued $35,000 additional working capital note to Sponsor (total $297,246.92); no interest, payable at close. ## SEC filing metadata - accession: 0001193125-24-042178 - form_type: 8-K - ticker: QTI - cik: 0001844505 - company_name: QT IMAGING HOLDINGS, INC. - filed_at: 2024-02-22T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/d725773d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-042178 - JSON: https://secwatch.observer/filing/0001193125-24-042178.json - Plain text: https://secwatch.observer/filing/0001193125-24-042178.txt ## Key facts - Debt Financings QT IMAGING HOLDINGS, INC. amended debt of $297,246.92 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination. - Principal: $297,246.92 - Counterparty: GigAcquisitions5, LLC - Rate: no interest - Maturity: upon the consummation of a business combination - Event: amendment source text: On February 15, 2024, the Company amended and restated the Second Non-Convertible Working Capital Note (the “Third Non-Convertible Working Capital Note”) to reflect an additional principal amount of $35,000 extended by the Sponsor to the Company for a collective principal amount under the Third Non-Convertible Working Capital Note of $297,246.92. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Approval of QT Imaging Holdings, Inc. 2024 Equity Incentive Plan and authorization of initial share reserve. - Proposal: equity plan - Outcome: passed source text: Proposal 6: The stockholders approved the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under such Incentive Plan: For Against Abstained 8,013,048 123,714 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Amend charter to classify Board into three classes of directors with staggered three-year terms and make related changes. - Proposal: charter amendment - Outcome: passed source text: Proposal 2: The stockholders voted in favor of considering and voting upon a proposal to amend the Company’s current amended and restated certificate of incorporation (“Charter”) to provide for the classification of its Board into three classes of directors with staggered three-year terms of office and to make certain related changes: For Against Abstained 8,136,762 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Approval of issuance of more than 20% of outstanding common stock in connection with Business Combination and up to $50M of common stock to Yorkville under Yorkville Financing. - Proposal: merger approval - Outcome: passed source text: Proposal 5: The stockholders approved, for purposes of complying with applicable listing rules of the Nasdaq Global Market, (i) the issuance of more than 20% of the Company’s outstanding common stock in connection with the Business Combination, including up to 14,778,170 shares of common stock to the QT Imaging equity holders; and (ii) the issuance of an aggregate of up to $50,000,000 of common stock of QT Imaging Holdings, Inc. from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing: For Against Abstained 8,136,762 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Authorize additional share capital (500M common, 10M preferred) and amend charter including name change and elimination of blank check provisions. - Proposal: charter amendment - Outcome: passed source text: Proposals 3A and 3B: The stockholders voted in favor of authorizing an additional share capital to the aggregate of 510,000,000 shares, consisting of 500,000,000 shares of common stock, and 10,000,000 shares of preferred stock, and amending the Company’s Charter to provide for certain additional changes, including but not limited to, changing the Company’s name from “GigCapital5, Inc.” to “QT Imaging Holdings, Inc.” and eliminating certain provisions specific to GigCapital5’s status as a blank check company: For Against Abstained 8,136,762 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Approval and adoption of Business Combination Agreement and transactions contemplated thereby, including merger and issuance of common stock. - Proposal: merger approval - Outcome: passed source text: Proposal 1: The stockholders approved and adopted the Business Combination Agreement, dated as of December 8, 2022, as amended (the “Business Combination Agreement”), by and among the Company, QT Imaging, Inc. (“QT Imaging”), and QTI Merger Sub, Inc. (“Merger Sub”), and approved the transactions contemplated thereby (together, the “Business Combination”), including the merger of Merger Sub with and into QT Imaging, with QT Imaging surviving the merger, and the issuance of common stock of the Company to QT Imaging equity holders as merger consideration, by the votes set forth in the table below: For Against Abstained 8,136,762 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm - Shareholder Votes QT IMAGING HOLDINGS, INC. shareholders approved Election of seven directors to serve staggered terms until 2025, 2026 and 2027 annual meetings. - Proposal: director election - Outcome: passed source text: Proposal 4: The stockholders approved the election, effective upon the closing of the Business Combination (the “Closing”), of seven directors to serve staggered terms on the Board until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified: For Against Abstained 8,136,762 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524042178/0001193125-24-042178-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.