Exhibit 99.1
GigCapital5, Inc. Confirms Consideration for Non-Redemption Agreements
Palo Alto, CA September 22, 2023 GigCapital5, Inc. (GigCapital5 or the Company) (NASDAQ: GIA) today
announced that pursuant to the terms of the Settlement Agreement (the Settlement Agreement) that GigCapital5, QT Imaging, Inc., a Delaware corporation (QT Imaging), and the John C. Klock, Jr. and Cynthia L. Klock Trust Dated
7/27/07 (the Klock Trust) entered into on September 21, 2023, QT Imaging intends to enter into Non-Redemption Agreements (the Non-Redemption
Agreement) with non-affiliate stockholders of GigCapital5 common stock (GigCapital5 Shares) and agrees to issue immediately prior to the closing (the Closing) of the Business
Combination (as defined below) that number of shares of QT Imaging common stock (the QTI Bonus Shares) that, following conversion upon the Closing into GigCapital5 Shares to be registered in the registration statement
on Form S-4 (together with all amendments, the Registration Statement), as initially filed with Securities and Exchange Commission (the SEC) on February 14, 2023, will equal 0.15
GigCapital5 Shares per GigCapital5 Share that such holders agree not to redeem in connection with the upcoming special meeting of stockholders of GigCapital5 scheduled for September 28, 2023 (the Special Meeting).
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 (as amended, the Business Combination Agreement) with QTI
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (Merger Sub), and 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).
Additional Information and Where to Find It
In
connection with the proposed Business Combination, GigCapital5 filed with the SEC 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. In addition, GigCapital5 filed a definitive proxy statement (the Extension Proxy Statement) prior to the Special Meeting seeking to
extend the business combination period to December 31, 2023. The BCA Proxy Statement, Registration Statement, the Extension Proxy 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.