QT Imaging Holdings, Inc. received an updated ownership report from investment firm Lynrock Lake entities and Cynthia Paul. As of December 31, 2025, they beneficially owned 1,154,586 shares of QT Imaging common stock, representing 9.7% of the outstanding shares based on 11,902,198 shares reported outstanding.
The shares are directly held by Lynrock Lake Master Fund LP, with voting and investment power delegated to Lynrock Lake LP as investment manager and influenced by Cynthia Paul through her roles at the related entities. Lynrock Lake Master also holds warrants that are currently restricted by approximately 4.9% beneficial ownership limits. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of QT Imaging.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
QT Imaging Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
746962109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
746962109
1
Names of Reporting Persons
Lynrock Lake LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,154,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,154,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
746962109
1
Names of Reporting Persons
LYNROCK LAKE PARTNERS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,154,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,154,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.7 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
746962109
1
Names of Reporting Persons
Paul Cynthia
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,154,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,154,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.7 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
QT Imaging Holdings, Inc.
(b)
Address of issuer's principal executive offices:
3 Hamilton Landing, Suite 160, Novato, California, 94949
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by (i) Lynrock Lake LP, (ii) Lynrock Lake Partners LLC, and (iii) Cynthia Paul (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 2 International Drive, Suite 130, Rye Brook, NY 10573.
(c)
Citizenship:
(i) Lynrock Lake LP is a Delaware limited partnership, (ii) Lynrock Lake Partners LLC is a Delaware limited liability company, and (iii) Cynthia Paul is an individual and is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
746962109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Amount beneficially owned as of December 31, 2025:
Lynrock Lake LP - 1,154,586
Lynrock Lake Partners LLC - 1,154,586
Cynthia Paul - 1,154,586
(b)
Percent of class:
Percent of class as of December 31, 2025:
Lynrock Lake LP - 9.7%
Lynrock Lake Partners LLC - 9.7%
Cynthia Paul - 9.7%
Based on 11,902,198 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of QT Imaging Holdings, Inc. (the "Issuer") outstanding as of December 26, 2025, as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on December 31, 2025.
As of December 31, 2025, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 1,154,586 shares of the Issuer's Common Stock. In addition, as of December 31, 2025, Lynrock Lake Master directly held warrants of the Issuer that are not presently exercisable into shares of the Issuer's Common Stock due to certain approximately 4.9% beneficial ownership limitations. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2025, the Reporting Persons had sole power to vote or to direct the vote of 1,154,586 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of December 31, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 1,154,586 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of December 31, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As disclosed in Item 4 of this Schedule 13G, as of December 31, 2025, Lynrock Lake Master directly held 1,154,586 shares of the Issuer's Common Stock. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, or the proceeds from the sale of, the securities directly held by Lynrock Lake Master.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Lynrock Lake LP
Signature:
/s/ Cynthia Paul
Name/Title:
Cynthia Paul / Sole Member of Lynrock Lake Partners LLC, its general partner
What stake in QT Imaging Holdings (QTI) does Lynrock Lake report?
Lynrock Lake entities and Cynthia Paul report beneficial ownership of 1,154,586 QT Imaging common shares, equal to 9.7% of the company. This percentage is based on 11,902,198 shares outstanding as of December 26, 2025, per QT Imaging’s prospectus.
Who are the reporting persons in this QT Imaging (QTI) Schedule 13G/A?
The reporting persons are Lynrock Lake LP, Lynrock Lake Partners LLC, and Cynthia Paul. They collectively report beneficial ownership of QT Imaging shares held through Lynrock Lake Master Fund LP, with investment management and control relationships detailed in the filing.
How is voting and investment power over QT Imaging (QTI) shares structured?
Lynrock Lake Master Fund LP directly holds the 1,154,586 QT Imaging shares. Lynrock Lake LP acts as investment manager with delegated full voting and investment power, while Cynthia Paul, as Chief Investment Officer and sole member of the general partner, may be deemed to exercise that power.
What ownership percentage of QT Imaging (QTI) is used in the 13G/A calculation?
The 9.7% ownership figure is calculated using 11,902,198 QT Imaging common shares outstanding as of December 26, 2025. This outstanding share count comes from QT Imaging’s prospectus filed with the SEC on December 31, 2025.
Does Lynrock Lake hold QT Imaging (QTI) warrants and are they exercisable?
Yes. As of December 31, 2025, Lynrock Lake Master held warrants of QT Imaging that are not presently exercisable into common shares. The filing cites approximately 4.9% beneficial ownership limitations that currently restrict warrant exercise.
Is Lynrock Lake’s QT Imaging (QTI) position aimed at influencing control?
The filing certifies the QT Imaging securities were acquired and are held in the ordinary course of business. It states they were not acquired and are not held for the purpose of changing or influencing control of QT Imaging, subject to the limited nomination exception cited.
