Sec Form 4 Filing - Katz Avi S @ QT IMAGING HOLDINGS, INC. - 2021-09-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Katz Avi S 2. Issuer Name and Ticker or Trading Symbol QT IMAGING HOLDINGS, INC. [ QTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) C/O GIGCAPITAL GROUP, 1731 EMBARCADERO ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2021 (Street) PALO ALTO, CA94303 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/23/2021 A 795,000 A $ 10 ( 1 ) 6,530,000 ( 2 ) I By GigAcquisitions5, LLC ( 3 ) Common Stock 03/04/2024 M 94,364 ( 6 ) A $ 10 ( 1 ) 6,624,364 I By GigAcquisitions5, LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Warrants $ 11.5 09/23/2021 A 795,000 ( 4 ) ( 5 ) Common Stock 795,000 $ 10 ( 1 ) 795,000 I By GigAcquisitions5, LLC ( 3 ) Private Warrants $ 11.5 03/04/2024 M 94,364 ( 6 ) ( 4 ) ( 5 ) Common Stock 94,364 $ 10 ( 1 ) 94,364 I By GigAcquisitions5, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katz Avi S C/O GIGCAPITAL GROUP 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA94303 X X Chairman GigAcquisitions5, LLC 1731 EMBARCADERO RD., SUITE 200 PALO ALTO, CA94303 X Signatures /s/ Dr. Avi S. Katz 03/06/2024 Signature of Reporting Person Date /s/ Dr. Avi S. Katz, Managing Member 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )$10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, and (ii) one Private Warrant exercisable at price of $11.50 per share of Common Stock. ( 2 )Includes 5,735,000 founder shares of Common Stock previously reported in the Form 3 filed by the Reporting Persons on September 23, 2021. ( 3 )The Common Stock and Private Warrants are held directly by GigAcquisitions5, LLC (the "Sponsor"). The Common Stock and Private Warrants held by the Sponsor are beneficially owned by Dr. Avi S. Katz, GigCapital5, Inc.'s Executive Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor. ( 4 )The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering. ( 5 )The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination. ( 6 )Upon the Closing of the Company's initial business combination, Sponsor elected to partially convert $943,640 in principal balance outstanding under the convertible Working Capital Note into 94,364 shares of Common Stock and 94,364 warrants.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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