GEARLD MCMORROW
POWER OF ATTORNEY
FOR SECTION 16 REPORTING PURPOSES

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Raluca Dinu and Stas Budagov, or any of them signing singly,
and with full power of substitution, as the undersigned's true and
lawful attorney-in-fact to:
(1) prepare, execute for and on behalf of the undersigned Forms 3, 4, and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, and any other forms or reports the undersigned
may be required to file in connection with the undersigned's ownership,
acquisition, or disposition of securities of QT Imaging Holdings, Inc.
(the "Company"),
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4, or 5, or other form or report, and timely file such
form or report with the United States Securities and Exchange Commission
and any stock exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with the
foregoing, which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present,
 with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
 of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving
 in such capacity at the request of the undersigned, is not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of March 6, 2024.
Gerald McMorrow