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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
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SCHEDULE 13D/A 0001451693 XXXXXXXX LIVE 7 Common Stock, $0.0001 par value 04/24/2025 false 0001844505 746962109 QT Imaging Holdings, Inc. 3 Hamilton Landing Suite 160 Novato CA 94949 Dr. Avi S. Katz 408-930-9338 1731 Embarcadero Road Suite 200 Palo Alto CA 94303 0001451693 N Dr. Avi S. Katz PF N X1 1814579.00 0.00 1814579.00 0.00 1814579.00 N 6.2 IN (7) and (9): This number of shares of Common Stock consists of: (i) 1,168,035 shares of Common Stock owned directly by the Reporting Person; (ii) warrants for the purchase of 571,441 shares of Common Stock that are exercisable within 60 days of the date of this Schedule 13D/A; and (iii) options for the purchase of 75,103 shares of Common Stock that are exercisable within 60 days of the date of this Schedule 13D/A. The Common Stock is held directly by the Reporting Person. (13): Calculation is based upon 27,653,210 shares of Common Stock of the Issuer issued and outstanding as March 28, 2025 as reported on the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 31, 2025. This Amendment No. 7 (this "Amendment") relates to Schedule 13D as previously filed jointly by GigAcquisitions5, LLC, a Delaware limited liability company ("GigAcquisitions5"), and Dr. Avi S. Katz (the "Reporting Person") with respect to the Common Stock, originally filed on behalf of the Reporting Person and GigAcquisitions5 with the SEC on March 18, 2024 (the "Original Schedule 13D"). GigAcquisitions5 is no longer a stockholder of the Issuer. Common Stock, $0.0001 par value QT Imaging Holdings, Inc. 3 Hamilton Landing Suite 160 Novato CA 94949 This Schedule 13D/A relates to shares of Common Stock, $0.0001 par value (the "Common Stock") of QT Imaging Holdings, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 3 Hamilton Landing, Suite 160, Novato, CA 94949. This Schedule 13D/A is being filed by Dr. Avi S. Katz, a citizen of the United States and Israel. The business address of the Reporting Persons is 1731 Embarcadero Road, Suite 200, Palo Alto, California 94303. Dr. Katz is currently a member of the Board of the Issuer. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. USA and Israel Not applicable. The Reporting Person acquired the securities described in this Schedule 13D/A for investment purposes and intends to review his investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Except as disclosed in this Item 4, the Reporting Person does not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Person, however, will take such actions with respect to the Reporting Person's investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors. See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person. See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Person since the filing of Amendment No. 6 to this Schedule 13D/A. No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. Not applicable. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. None. Dr. Avi S. Katz /s/ Dr. Avi S. Katz Dr. Avi S. Katz 04/30/2025