GigCapital5 (GIA) Drops Lawsuit against QT Imaging

GigCapital5 (NYSE:GIA) announced in an 8-K that it will drop its lawsuit against its merger target QT Imaging and the two sides will continue working toward close under a slightly amended business combination agreement.

Things got messy earlier this month as GigCapital5 filed its suit in Delaware court a day before the two sides’ outside date, claiming QT Imaging failed to abide by its obligations and broke exclusivity by engaging with third-party suitors. QT Imaging for its part attempted to terminate the deal, a move that GigCapital5 rejected.

The two now appear to have buried the hatchet and have extended the deal’s outside date to December 31 and eliminated its minimum cash condition.

At announcement, GigCapital5 said it would aim to raise $26 million in outside capital for the combination and had up until now signed a non-binding term sheet for a $10 million advance loan with Yorkville Advisors Global.

The SPAC also has about $31.7 million in its trust, but must get through a September 28 extension vote in order for the process to move forward.

Under the most recent changes, GigCapital5’s sponsor has agreed to fund the first portion of the Yorkville pre-paid advance and will issue convertible promissory notes of $5.5 million and $4.5 million should that facility be adopted.

The two sides initially announced their $219 million combination in December 2022. Novato, California-based QT Imaging has developed a less-invasive scanning device for mammograms that it has begun to commercialize in the US, Europe and China.