Exhibit 99.1
GigCapital5, Inc. Confirms Receipt of Sponsor Funds to Extend Period of Time
to Consummate Business Combination
Palo Alto, CA May 26, 2023 GigCapital5, Inc. (GigCapital5 or the Company) (NASDAQ: GIA), 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, today announced that its Trust Account has been funded with a $100,000 payment, extending the date by which it has to consummate a business combination by an additional one (1) month period.
In consideration for the deposit, the Company has amended and restated the existing unsecured non-convertible
interest free promissory note to include the additional loan amount, so the aggregate principal amount under such promissory note together with similar deposits made on September 26, 2022, October 26, 2022, November 28, 2022,
December 27, 2022, January 25, 2023, February 27, 2023, March 28, 2023, and April 27, 2023 was increased to the total of $1,260,000. Such principal amount will be repaid in connection with the closing of GigCapital5s
initial business combination. As a result of the deposits into the Trust Account, the period of time that GigCapital5 has to consummate a business combination has been extended to June 28, 2023.
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 a Business Combination Agreement (the Business Combination Agreement) with QTI Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (Merger Sub), and QT Imaging, Inc., a Delaware corporation (QT Imaging) (the transactions contemplated by the Business Combination Agreement, the
Business Combination). Pursuant to the terms of the Business Combination Agreement, 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).
Forward-Looking Statements
This press release includes
forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of GigCapital5 and QT Imaging
may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Any statements contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Words such as expect, estimate,
project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes, predicts,
potential, continue, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations of the management of QT Imaging with respect to
the business and prospects of QT Imaging and the QTscan® and other products of QT Imaging, the benefits of the proposed Business Combination, the plans,