--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-063762" form_type: "8-K" ticker: "QTI" cik: "0001844505" company_name: "QT IMAGING HOLDINGS, INC." filed_at: "2024-03-08T23:59:59+00:00" generated_at: "2026-06-05T00:45:40.964602+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # QT Imaging Holdings closes SPAC merger with GigCapital5; QTI begins trading on Nasdaq ## Summary - 848,003 public shares redeemed at ~$11.03/share for aggregate ~$9.36 million. - Post-combination: 21,437,216 common shares outstanding; 23,889,364 warrants; 9,000,000 earnout shares reserved. - Sponsor GigAcquisitions5 LLC holds 33.7% of common stock; directors and officers group holds 46.6%. - Extension note with Sponsor amended, maturity extended to March 4, 2025. - Authorized shares increased to 500M common and 10M preferred; board classified into three classes. ## SEC filing metadata - accession: 0001193125-24-063762 - form_type: 8-K - ticker: QTI - cik: 0001844505 - company_name: QT IMAGING HOLDINGS, INC. - filed_at: 2024-03-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 3.02, 5.02, 9.01, 3.03, 5.01, 5.03, 5.06, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/d767871d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-063762 - JSON: https://secwatch.observer/filing/0001193125-24-063762.json - Plain text: https://secwatch.observer/filing/0001193125-24-063762.txt ## Key facts - Executive change Daniel Dickson was elected as Director at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Gerald McMorrow was elected as Director at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Dr. John Klock was named as Chief Executive Officer and Director at QT IMAGING HOLDINGS, INC.. - Action: named - Role: Chief Executive Officer and Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Karen Rogge resigned as Director at QT IMAGING HOLDINGS, INC.. - Action: resigned - Role: Director source text: Effective upon the Closing on February 28, 2024, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital5, and each of Raanan S. Horowitz, Karen Rogge, and Dorothy Hayes, following their not standing for re-election to the Board, resigned as directors of GigCapital5. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Dr. Raluca Dinu was elected as Director at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Ross Taylor was elected as Director at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Brad Weightman resigned as Executive Officer at QT IMAGING HOLDINGS, INC.. - Action: resigned - Role: Executive Officer source text: Effective upon the Closing on February 28, 2024, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital5, and each of Raanan S. Horowitz, Karen Rogge, and Dorothy Hayes, following their not standing for re-election to the Board, resigned as directors of GigCapital5. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Dr. Avi S. Katz was elected as Chairman of the Board of Directors at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Chairman of the Board of Directors source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Dorothy Hayes resigned as Director at QT IMAGING HOLDINGS, INC.. - Action: resigned - Role: Director source text: Effective upon the Closing on February 28, 2024, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital5, and each of Raanan S. Horowitz, Karen Rogge, and Dorothy Hayes, following their not standing for re-election to the Board, resigned as directors of GigCapital5. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Dr. Raluca Dinu resigned as Executive Officer at QT IMAGING HOLDINGS, INC.. - Action: resigned - Role: Executive Officer source text: Effective upon the Closing on February 28, 2024, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital5, and each of Raanan S. Horowitz, Karen Rogge, and Dorothy Hayes, following their not standing for re-election to the Board, resigned as directors of GigCapital5. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Professor Zeev Weiner was elected as Director at QT IMAGING HOLDINGS, INC.. - Action: elected - Role: Director source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Raanan S. Horowitz resigned as Director at QT IMAGING HOLDINGS, INC.. - Action: resigned - Role: Director source text: Effective upon the Closing on February 28, 2024, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital5, and each of Raanan S. Horowitz, Karen Rogge, and Dorothy Hayes, following their not standing for re-election to the Board, resigned as directors of GigCapital5. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Executive change Stas Budagov was named as Chief Financial Officer at QT IMAGING HOLDINGS, INC.. - Action: named - Role: Chief Financial Officer source text: The following persons are serving as executive officers and directors of the Company upon the Closing, with Dr. John Klock and Stas Budagov having been named as executive officers effective upon the Closing on March 4, 2024, and each of the directors having been elected by the GigCapital5 stockholders to the board also upon the Closing on March 4, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Governance Changes QT IMAGING HOLDINGS, INC.: Company ceased being a shell company as a result of the business combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Governance Changes QT IMAGING HOLDINGS, INC.: Amended and restated certificate of incorporation to change company name, classify board, increase authorized capital, and other changes in connection with business combination (effective 2024-03-04). - Change: charter amendment - Effective: 2024-03-04 source text: Immediately prior to the Closing of the Business Combination, GigCapital5’s amended and restated certificate of incorporation, dated March 4, 2024 (the “ Charter ”), was further amended and restated to: (a) change the post-combination company’s name to QT Imaging Holdings, Inc.; (b) classify and divide the Board into three classes, each with terms expiring at different times; (c) delete the second sentence in Article II and delete the prior provisions under, and references to, Article IX (Business Combination Requirements; Existence) of the prior amended and restated certificate of incorporation; (d) Increase the authorized share capital of the Company from (i) 100,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock, to 510,000,000 total shares, consisting of (X) 500,000,000 shares of common stock, and (Y) 10,000,000 shares of preferred stock; (e) amend certain terms in Article X (Corporate Opportunities) with respect to certain non-employee directors of the com evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm - Governance Changes QT IMAGING HOLDINGS, INC.: Bylaws amended and restated to prohibit stockholder action by written consent. - Change: bylaw amendment source text: In connection with the Closing of the Business Combination, GigCapital5’s bylaws were amended and restated to prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or annual meeting of our stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524063762/0001193125-24-063762-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.