UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of QT Imaging Holdings, Inc. (the “Company”), filed on March 8, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 is being filed to include (a) the audited consolidated financial statements of QT Imaging (as defined in the Original Report) as of December 31, 2023 and for the fiscal years ended December 31, 2023 and 2022 and notes thereto, (b) Management’s Discussion and Analysis of Financial Condition and Results of Operations of QT Imaging for the fiscal years ended December 31, 2023 and 2022, and (c) the unaudited pro forma combined financial information for the Company as of and for year ended December 31, 2023.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiary, QT Imaging, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment No. 1.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of QT Imaging as of December 31, 2023 and for the fiscal year ended December 31, 2023 and 2022 and notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of QT Imaging for the fiscal years ended December 31, 2023 and 2022.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial statements of the Company as of and for the year ended December 21, 2023 is set forth in Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Audited consolidated financial statements of QT Imaging as of December 31, 2023 and for the fiscal years ended December 31, 2023 and 2022. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of QT Imaging for the fiscal years ended December 31, 2023 and 2022. | |
| 99.3 | Unaudited Pro Forma Combined Financial Information of the Company as of December 31, 2023 and for the year then ended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QT Imaging Holdings, Inc. | ||||||
| Dated: March 22, 2024 | ||||||
| By: | /s/ Anastas Budagov | |||||
| Chief Financial Officer | ||||||