8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 15, 2024

Date of Report (date of earliest event reported)

GIGCAPITAL5, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-40839	86-1728920
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification Number)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(Address of principal executive offices)

(650) 276-7040

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbols	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.0001 per share	GIA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01	Other Events.

Deadline for Redemptions

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 of GigCapital5, Inc. (the “GigCapital5”) scheduled for February 20, 2024 (“2024 Annual Meeting”) prior to the deadline on February 15, 2024, two business days prior to the vote at the 2024 Annual Meeting.

Although GigCapital5 is under no obligation to do so, it is willing to give the public stockholders of GigCapital5 the opportunity to redeem their shares of common stock of GigCapital5 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.

Supplement to the BCA Proxy Statement

On February 7, 2024, GigCapital5 filed a definitive proxy statement/prospectus on Form S-4 (the “BCA Proxy Statement”) for the solicitation of proxies in connection with the upcoming 2024 Annual Meeting to consider and vote on its proposed business combination (the “Business Combination”) and other matters as described in BCA Proxy Statement.

GigCapital5 has decided to supplement the BCA Proxy Statement (the “Proxy Supplement”) to provide updated information about the redemption deadline. There is no change to the date, location, the record date, or any of the other proposals to be acted upon at the 2024 Annual Meeting.

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the January 24, 2024 record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the 2024 Annual Meeting by requesting that Continental return such shares prior to the 2024 Annual Meeting.

A copy of the Proxy Supplement is filed herewith as Exhibit 99.1 and is incorporated to herein by reference.

Item 9.01	Financial Statements and Exhibits
Exhibit<br> <br>Number
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99.1	Proxy Supplement, dated as of February 16, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 16, 2024

By:	/s/ Dr. Raluca Dinu
Name:	Dr. Raluca Dinu
Title:	Chief Executive Officer, President, Secretary, and Director

EX-99.1

Exhibit 99.1

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

ProxyStatement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))
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☐	Definitive Proxy Statement
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☒	Definitive Additional Materials
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☐	Soliciting Material under §240.14a-12
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GigCapital5, Inc.

(Nameof Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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SUPPLEMENT TO PROXY STATEMENT

OF

GigCapital5, Inc.

Dated February 16, 2024

The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with,the disclosures contained in the definitive proxy statement/prospectus (the “BCA Proxy Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 7,2024, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the BCA Proxy Statement, the information set forth herein shall supersede or supplement theinformation in the BCA Proxy Statement. All other information in the BCA Proxy Statement remains unchanged.

As provided in the BCA ProxyStatement, the Company is soliciting stockholder approval of, among other things, its proposed business combination (the “Business Combination”) and the other matters as described in the BCA Proxy Statement and aprospectus relating to the offer of the securities to be issued to the stockholders of QT Imaging in connection with the Business Combination. The purpose of the following supplemental disclosures is to provide information about the new deadline forsubmission of written requests to exercise redemption rights in connection with the vote on the Business Combination and the other matters described in the BCA Proxy Statement. Terms used herein, unless otherwise defined, have the meanings set forthin the BCA Proxy Statement.

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 GigCapital5’s efforts to identify a target business may span many industries, the focus of GigCapital5’s 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 GigCapital5’s solicitation of proxies for the vote by GigCapital5’s 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 GigCapital5’s 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 GigCapital5’s other reports can be obtained, without charge, at the SEC’s web site (www.sec.gov) and on GigCapital5’s website at www.gigcapital5.com.

is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. GigCapital5 and QT Imaging do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.