Alyeska discloses 9.99% QT Imaging (QTI) ownership in 13G filing

Rhea-AI Filing Summary

Alyeska Investment Group and related parties reported a sizable position in QT Imaging Holdings, Inc. common stock. As of December 31, 2025, they beneficially owned 1,178,317 shares, representing 9.99% of the company’s common stock.

The position is held through 670,683 common PIPE shares, pre-funded warrants for 440,427 shares, and warrants for 1,111,111 shares. These warrants are subject to a 9.9% beneficial ownership limitation, meaning they can only be exercised to a level where Alyeska would hold up to 9.9% of QT Imaging’s outstanding common stock after exercise.

The ownership figures are based on 11,902,198 shares outstanding, as disclosed in QT Imaging’s prospectus dated December 31, 2025. Alyeska certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

QT IMAGING HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(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

Alyeska Investment Group, L.P.

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 0.00
6	Shared Voting Power 1,178,317.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,178,317.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,178,317.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 746962109

1

Names of Reporting Persons

Alyeska Fund GP, 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 0.00
6	Shared Voting Power 1,178,317.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,178,317.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,178,317.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 746962109

1

Names of Reporting Persons

Anand Parekh

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 0.00
6	Shared Voting Power 1,178,317.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,178,317.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,178,317.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

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, CA 94949
Item 2.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001
(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: 1,178,317
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,178,317
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,178,317
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.
	Not Applicable
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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 670,683 common PIPE shares, of the Issuer, hold pre-funded warrants to purchase 440,427 shares of the Issuer's Class A common stock, and hold warrants to purchase 1,111,111 shares of the Issuer's Class A common stock, (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2025 the reporting persons may only exercise up to 507,634 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 11,902,198 outstanding shares of Ordinary Shares of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on December 31, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

What percentage of QT Imaging (QTI) does Alyeska report owning?

Alyeska and related reporting persons report owning 9.99% of QT Imaging’s common stock. This corresponds to 1,178,317 shares, based on 11,902,198 shares outstanding as disclosed in the company’s December 31, 2025 prospectus.

How many QT Imaging (QTI) shares does Alyeska beneficially own?

Alyeska and its affiliates beneficially own 1,178,317 QT Imaging common shares. This total reflects common PIPE shares, pre-funded warrants, and warrants, subject to a 9.9% beneficial ownership cap relative to the company’s outstanding common stock.

How is Alyeska’s QT Imaging (QTI) position structured?

Alyeska’s position includes 670,683 common PIPE shares, pre-funded warrants to purchase 440,427 shares, and warrants to purchase 1,111,111 shares. Exercise of the warrants is limited so their ownership does not exceed 9.9% of QT Imaging’s outstanding common stock.

What ownership limitation applies to Alyeska’s QT Imaging (QTI) warrants?

The warrants held by Alyeska can only be exercised into shares that keep total ownership at or below 9.9% of QT Imaging’s outstanding common stock. This beneficial ownership limitation restricts how many warrant shares can be exercised at any time.

On what outstanding share count is Alyeska’s QT Imaging (QTI) stake based?

The reported 9.99% stake is calculated using 11,902,198 QT Imaging shares outstanding. This outstanding share figure comes from QT Imaging’s prospectus filed with the SEC dated December 31, 2025, which the filing cites for its percentage calculation.

Did Alyeska acquire QT Imaging (QTI) shares to influence control of the company?

The filing states the securities were acquired and are held in the ordinary course of business. It further certifies they were not acquired and are not held to change or influence control of QT Imaging or in connection with a control-related transaction.