SEC Comment Letter for GigCapital3, Inc. (ZEVY) (CIK 0001802749) — Mar 23, 2020
GigCapital3, Inc. (ZEVY) (CIK 0001802749)
Date: March 23, 2020 · CIK: 0001802749 · Accession: 0000000000-20-002527
AI Filing Summary & Sentiment
File numbers found in text: 333-236626
Letter
March 23, 2020 Dr. Avi S. Katz Executive Chairman, Secretary, President and Chief Executive Officer GigCapital3, Inc. 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 Re:GigCapital3, Inc. Registration Statement on Form S-1 Filed February 25, 2020 File No. 333-236626 Dear Dr. Katz: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed February 25, 2020 Cover Page 1.We note your inclusion on the prospectus cover page of the following disclosure: "This prospectus is directed only at relevant persons. Other persons should not act on this prospectus or any of its contents. This prospectus is confidential and is being supplied to you solely for your information and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any other purpose.” It appears that such disclosure is not intended to apply to U.S. investors. If so, please revise to clarify such statements.
FirstName LastNameDr. Avi S. Katz Comapany NameGigCapital3, Inc. March 23, 2020 Page 2 FirstName LastName Dr. Avi S. Katz GigCapital3, Inc. March 23, 2020 Page 2 Description of Securities Exclusive Forum Selection, page 120 2.Please revise your disclosure on page 120 to provide a complete description of your exclusive forum provision, including the exceptions set forth in the provision, and the application to actions arising under the Securities Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Robert Babula at (202) 551-3339 or Gus Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Renée C. Delphin-Rodriguez
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March 23, 2020
Dr. Avi S. Katz
Executive Chairman, Secretary, President and Chief Executive Officer
GigCapital3, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital3, Inc.
Registration Statement on Form S-1
Filed February 25, 2020
File No. 333-236626
Dear Dr. Katz:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 25, 2020
Cover Page
1.We note your inclusion on the prospectus cover page of the following disclosure: "This
prospectus is directed only at relevant persons. Other persons should not act on this
prospectus or any of its contents. This prospectus is confidential and is being supplied to
you solely for your information and may not be reproduced, redistributed or passed on to
any other person or published, in whole or in part, for any other purpose.” It appears that
such disclosure is not intended to apply to U.S. investors. If so, please revise to clarify
such statements.
FirstName LastNameDr. Avi S. Katz
Comapany NameGigCapital3, Inc.
March 23, 2020 Page 2
FirstName LastName
Dr. Avi S. Katz
GigCapital3, Inc.
March 23, 2020
Page 2
Description of Securities
Exclusive Forum Selection, page 120
2.Please revise your disclosure on page 120 to provide a complete description of your
exclusive forum provision, including the exceptions set forth in the provision, and the
application to actions arising under the Securities Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Robert Babula at (202) 551-3339 or Gus Rodriguez, Accounting
Branch Chief, at (202) 551-3752 if you have questions regarding comments on the financial
statements and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Renée C. Delphin-Rodriguez