QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You
should read carefully the entire document, including the annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special
meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.
The Company is a blank check company formed in 2021 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities. On September 28, 2021, the Company consummated its IPO (including the exercise of the over-allotment option in full by the
Companys underwriters in the IPO (the Underwriters)) from which it derived gross proceeds of $230,000,000. Prior to GigCapital5s IPO, the Sponsor purchased 10,047,500 shares of Common Stock (the
Founder Shares) for an aggregate purchase price of $25,000, or approximately $0.0024882 per share. However, 4,312,500 shares of Common Stock issued to the Sponsor were forfeited immediately prior to the IPO due to the
reduction of the IPO size. Additionally, the Sponsor consummated the private placement (the Private Placement) of 795,000 private placement units (each, a Private Placement Unit and collectively,
the Private Placement Units) simultaneously with the consummation of GigCapital5s IPO for an aggregate purchase price of $7.95 million. As a result, the Sponsor has the right to vote a total of 6,530,000 shares
of Common Stock. Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date. In our
case, the original charter was amended such that the Company currently has until September 28, 2023 (i.e., 24 months from the consummation of the IPO, or the Combination Period) to consummate its initial Business
Combination.
On December 8, 2022, the Company and Merger Sub entered into the BCA with QT Imaging, pursuant to which, and subject to the approval of
the stockholders of the Company, Merger Sub will merge with and into QT Imaging, with QT Imaging surviving the Merger as a wholly-owned subsidiary of the Company. Following the closing of the Merger, the Company will be renamed QT Imaging
Holdings, Inc. The transactions set forth in the BCA would constitute a Business Combination. The time frame for completing the review by the SEC of the Companys Combination Proxy Statement, initially filed by the Company with the SEC on
February 14, 2023, and holding a stockholder meeting in accordance with Delaware law to seek approval of the QTI Business Combination will extend beyond the September 28, 2023 deadline for completing a Business Combination in the
Companys charter.
If both the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company will instead have the right
to extend the Combination Period one (1) time, from September 28, 2023 to December 31, 2023.
Therefore, the approval of the Charter
Amendment Proposal and the Trust Amendment Proposal would extend the amount of time that the Company has to complete the QTI Business Combination and, to the extent necessary, pursue the QTI Lawsuit. Our Board believes that it is in the best
interests of the stockholders to extend the Combination Period to provide the Company with more time to consummate the QTI Business Combination and, to the extent necessary, pursue the QTI Lawsuit. Therefore, the Board is submitting the proposal
described in this proxy statement for the stockholders to vote upon.
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