DESCRIPTION OF SUPPLEMENT
As previously disclosed in the BCA Proxy Statement, the deadline to submit written requests to exercise the redemption rights in connection with the vote on
the Business Combination and the other matters described in the BCA Proxy Statement, expired at 5:00 pm Eastern time on February 15, 2024, two business days prior to the Stockholders Meeting. Due to procedural error at Continental Stock
Transfer & Trust Company (Continental), Continental failed to collect written requests to exercise the redemption rights in connection with the vote at the annual Stockholders Meeting prior to the deadline.
Despite that and although the Company is under no obligation to do so, it is willing to give the public stockholders of the Company the opportunity to redeem
their shares of common stock of the Company and as such, GigCapital5 extends the deadline to submit written requests to exercise the redemption rights to 5:00 pm Eastern time, on February 16, 2024.
IMPORTANT NOTICES
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 GigCapital5s efforts to identify a target business may span many industries, the
focus of GigCapital5s 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 the BCA with Merger Sub and QT Imaging,
pursuant to the terms of which, 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 a registration statement on Form S-4 (together with all amendment to such registration statement, 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 GigCapital5s
solicitation of proxies for the vote by GigCapital5s 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 GigCapital5s 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. The BCA Proxy Statement, Registration Statement, and GigCapital5s other reports can be obtained, without charge, at the SECs web site (www.sec.gov) and on GigCapital5s website
at www.gigcapital5.com.