SEC Company Response from GigCapital3, Inc. (ZEVY) (CIK 0001802749) — Mar 26, 2020
GigCapital3, Inc. (ZEVY) (CIK 0001802749)
Date: March 26, 2020 · CIK: 0001802749 · Accession: 0001193125-20-085928
AI Filing Summary & Sentiment
File numbers found in text: 333-236626
Referenced dates: March 23, 2020
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Attention: Kevin Dougherty Registration Statement on Form S-1 Filed February 25, 2020 File No. 333-236626
Re: GigCapital3, Inc.
Dear Mr. Dougherty:
Set forth below are responses to the comments that were provided by the Commission’s staff to our client, GigCapital3, Inc. (“GigCapital3” or the “Company”), by your letter dated March 23, 2020 (the “Comment Letter”), regarding the above-referenced filing (the “Registration Statement”).
The text of each comment in the Comment Letter is included in the Company’s responses for your reference. The references in the captions below to “Comment” correspond to the numbered paragraphs of the Comment Letter.
In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital3 will file Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) reflecting the Commission’s requested disclosure edits.
Cover Page
Comment 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.
Response: The disclosure has been revised as requested and moved from the prospectus cover page to page 137 of the Amended Registration Statement.
Description of Securities
Exclusive Forum Selection, page 120
Comment 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.
Response: The disclosure has been revised as requested. Please see page 120 of the Amended Registration Statement.
* * *
The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions regarding the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 365-7442 or via email at jselman@crowell.com or Renée Delphin-Rodriguez, at (213) 310-7988 or via email at rdelphin-rodriguez@crowell.com.
Sincerely,
/s/ Jeffrey C. Selman
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CORRESP
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CORRESP
March 26, 2020
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attention: Kevin Dougherty
Re:
GigCapital3, Inc.
Registration Statement on Form S-1
Filed February 25, 2020
File No. 333-236626
Dear Mr. Dougherty:
Set forth below are
responses to the comments that were provided by the Commission’s staff to our client, GigCapital3, Inc. (“GigCapital3” or the “Company”), by your letter dated March 23, 2020 (the “Comment
Letter”), regarding the above-referenced filing (the “Registration Statement”).
The text of each comment in the
Comment Letter is included in the Company’s responses for your reference. The references in the captions below to “Comment” correspond to the numbered paragraphs of the Comment Letter.
In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital3 will file Amendment
No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) reflecting the Commission’s requested disclosure edits.
Cover Page
Comment 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.
Response: The disclosure has been revised as requested and moved from the prospectus cover page to page
137 of the Amended Registration Statement.
Description of Securities
Exclusive Forum Selection, page 120
Comment 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.
Response: The disclosure has been revised as requested. Please see page 120 of the Amended Registration Statement.
* *
*
The Company and its management acknowledge they are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any
questions regarding the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 365-7442 or via email at jselman@crowell.com or Renée
Delphin-Rodriguez, at (213) 310-7988 or via email at rdelphin-rodriguez@crowell.com.
Sincerely,
/s/ Jeffrey C. Selman
Jeffrey C. Selman
cc:
Dr. Avi S. Katz
Enclosures