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United States securities and exchange commission logo
March 14, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269760
Dear Raluca Dinu:
            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-4 filed on February 14, 2023
Cover Page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of GigCapital5’s public stockholders, the Sponsor and its
affiliates, QT Imaging stockholders and PIPE investors. To the extent applicable, disclose
the total expected ownership of the Sponsor following the transaction, inclusive of any
investments the Sponsor plans to make through financing transactions, such as the PIPE
investment.
2.Please disclose on the cover page and in the prospectus summary whether the combined
company will be a “controlled company” as defined under the relevant NYSE listing rules
and, if so, whether you intend to rely on the exemptions as a controlled company.  If
applicable, please include risk factor disclosure that discusses the effect, risks and

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uncertainties of being designated a controlled company, including but not limited to, the
result that you may elect not to comply with certain corporate governance requirements.
Questions and Answers about the Proposed Business Combination
Q: What Equity Stake will Current GigCapital5 Public Stockholders, the Sponsor..., page 11
3.Please clarify, if true, that the sponsor will receive additional securities pursuant to an
anti-dilution adjustment based on the company’s additional financing activities.  If
applicable, please quantify the number and value of securities the sponsor will receive.  In
addition, disclose the ownership percentages in the company before and after the
additional financing to highlight dilution to public stockholders.
Questions and Answers
Q. WHAT EQUITY STAKE WILL CURRENT GIGCAPITAL5 PUBLIC
SHAREHOLDERS..., page 11
4.With reference to the Merger Consideration Earnout Shares discussed on page 28 of the
filing, please disclose these shares within the Additional Potential Dilution section of your
tabular presentation at the top of page 12 or explain why such disclosure is not necessary.
Address this comment as it relates to similar tabular presentations throughout your filing.
Q: Do I have redemption rights?, page 16
5.Clarify, if true, that holders of your public warrants and holders of warrants through your
units cannot exercise redemption rights with respect to the warrants.  Quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming stockholders
assuming maximum redemptions and identify any material resulting risks.
Summary, page 27
6.Please revise to expand your descriptions of GigCapital5 and QT Imaging in this section.
We note your disclosure on pages 58 and 97 that the audit opinions for QT Imaging and
GigCapital5 include a paragraph related to substantial doubt about the ability of QT
Imaging GigCapital5, respectively, to continue as a going concern.  Please revise to
provide prominent disclosure in the Summary.  With respect to QT Imaging, please
expand your disclosure to discuss the types of products and services QT Imaging provides
and how it generates revenue.
7.Please balance your disclosure to include equally prominent disclosure of the limitations
and challenges QT Imaging faces in implementing its business strategy including, but not
limited to, the significant operating losses incurred since your inception, failure to
demonstrate scale of deployment and manufacturing necessary to achieve commercial
viability since receiving 510(k) premarket clearance in 2017, and the limited applicability
of your lead product as a supplementary imaging device only instead of as a replacement
for screening mammography.

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8.We refer to your disclosure on pages F-17 and F-36 that the deferred underwriting fees of
$9,200,000 are contingent on the completion of the business combination, subject to the
terms of the underwriting agreement, including the performance of additional services
after the IPO in connection with a proposed business combination.  Please revise to
include disclosure of the deferred underwriting fees in the Summary, where appropriate.
GigCapital5 Conflicts of Interest, page 33
9.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.
10.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
11.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.  Please also revise your
disclosure summarizing the background of the business combination to discuss the
negotiation of this agreement.
12.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Key Agreements, page 35
13.Please revise to expand the description of your distribution agreement with Innovador to
include the material terms of the agreement.  For example, clarify whether Innovador is
the exclusive distributor of QT Imaging products in the defined territory, which party has
the right to set prices for such components or machines and whether QT Imaging has to
pay any commissions.
PIPE Investment, page 37
14.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders.  Please clarify the current status of discussions and
negotiations regarding the contemplated PIPE Investment or convertible note financing.
Revise the disclosure to discuss the key terms of any convertible securities and to disclose
the potential impact of those securities on non-redeeming shareholders, as applicable. To
the extent that negotiation and marketing processes for a PIPE are ongoing, please
disclose material details of those processes, including who selected the potential PIPE
investors, the relationships the PIPE investors have to GigCapital5, the Sponsor, QT

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Imaging and their affiliates, and the placement agent and how the terms of the PIPE
transaction were determined, as applicable.
15.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination.  Disclose if the SPAC’s Sponsor, directors, officers or their affiliates will
participate in the private placement.
As an "emerging growth company," we cannot be certain if the reduced disclosure
requirements..., page 117
16.Please revise your risk factor disclosure here to also state that as a result of your election
not to opt out of the extended transition period, the financial statements of the combined
company may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates.
Unaudited Pro Forma Condensed Combined Financial Statements , page 123
17.Please expand the Description of the Merger section to provide the computation of the
Aggregate Closing Merger Consideration Value as defined on page 1 of the filing.  In
addition, please describe the Merger Consideration Earn-Out Shares as discussed on pages
28 through 30 of the filing.  With reference to the terms of the earn-out agreement,
disclose the proposed accounting for such shares and clarify why these shares are not
reflected in your pro forma financial statements.  In addition, with reference to the tabular
presentation on page 126 which presents the pro forma shares of the combined Company
common stock issued and outstanding immediately after the Merger, disclose and quantify
the Earn-Out shares that are excluded.
18.Please expand the Basis of Pro Forma Presentation to clarify how you determined the
$10.18 redemption price.
19.You disclose on the bottom of page 125 that the four levels of redemptions assumed in the
unaudited pro forma condensed combined balance sheet and statements of operations are
based on the assumption that there are no adjustments for the outstanding Public
Warrants, Private Placement Warrants or shares issued for the PIPE Investment.  We note
however that Note (B) reflects the issuance of 2,600,000 GigCapital5 common stock
under the PIPE Subscription Agreement.  Please address this apparent inconsistency.
20.Note (B) reflects the sale under a PIPE Subscription Agreement with the PIPE Investors
of 2,600,000 shares of GigCapital5 Common Stock.  With reference to your disclosures
on page 37 that GigCapital5 may enter into PIPE Subscription Agreements, please address
the need to provide additional pro forma information that addresses scenarios under which
you do not enter into a PIPE Subscription Agreement. Refer to Article 11-02(a)(10) of
Regulation S-X.

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March 14, 2023
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21.Note (I) references $4,140,600 of transactions expenses paid in GigCapital5 Common
stock.  However, we note that your forma unaudited balance sheet includes an adjustment
(I) which increases additional paid in capital by $8,062,520 and accumulated deficit by
$8,087,668.  Please expand your note to reconcile and explain these adjustments,
including how such amounts were determined.
22.Note (I) reflects the recording of the estimated QT Imaging Transaction Expenses and
Unpaid GigCapital5 Transaction Expenses not reflected in the historical statements and
the payment of $11,000,000 of such transaction expenses in cash with an additional
$4,140,600 paid in GigCapital5 Common Stock.   Please quantify the transaction costs not
reflected in the historical financial statements of QT Imaging and GigCapital5 and
reconcile such amount to Note (N) which reflects $14,865,854 in estimated direct and
incremental transaction costs that will be incurred and expensed through the Closing.
Please confirm that the costs reflected in Note (N) are additional costs not already
reflected in the historical financial statements.  In doing so, expand Note (N) to to identify
the nature of the transaction costs incurred and the related entity reporting these costs.
23.With reference to Note (J), please separately disclose the GigCapital5 Common Stock
issued for the conversion of the QT Imaging Convertible Note.  With reference to the
original conversion terms of the note, please address the accounting implications for this
conversion, including the need to reflect a gain or loss on the conversion.  In this regard,
we note your tabular presentation on page 126 indicates that 320,172 GigCapital5
Common Stock will be issued for $2,349,131.
24.Notes (L) and (Q) reflect the reversal of stock-based compensation on QT Imaging
Options and warrant expense, for other than In-The-Money Company Warrants, both of
which are assumed to be cancelled as of January 1, 2021.  We note that these options and
warrants are being exchanged for GigCapital5 shares.  With reference to the original terms
of the QT Imaging options and warrants, please clarify whether the terms of the options
and warrants were modified and if so, (i) discuss the accounting implication of such
modification and (ii) reflect any necessary pro forma adjustments related to
the modification.  Reference the authoritative literature you relied on.
25.Note (Q) excludes the In-the-Money Company Warrants.  We also note your tabular
presentation on page 126 assumes all In-the-Money Company Warrants will be exercised
prior to the Merger.  Please disclose how you how you determined which warrants were
"in-the-money" and, if material, address the need to reflect the proceeds from the exercise
of such warrants in your pro forma financial statements.
26.We note, as disclosed on page 347, that on September 26, 2022, GigCapital5 issued the
Working Capital Note as an unsecured convertible promissory note to the Sponsor, which
was subsequently amended and restated on October 26, 2022, November 28, 2022,
December 27, 2022 and January 26, 2023, for a collective principal amount of $325,000 .
The Working Capital Note is convertible at the Sponsor’s election upon the
consummation of the initial business combination. Please address the need to reflect these

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notes as issued and then either (i) converted into units or (ii) repaid in cash within your
pro forma financial statements.  If there are varying scenarios related to the
conversion/repayment of these notes, address these various scenarios.  See Article 11-
02(a)(10) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations and Known Trends or Future Events, page 192
27.Please describe the results of operations of GigCapital5, inc. and QT Imaging Inc. for
period from January 19, 2021 (Inception) through December 31, 2021 and for fiscal year
ended December 31, 2021, respectively.
Information about QT Imaging, page 201
28.We refer to your description on page 201 and throughout the prospectus of QT Imaging’s
body imaging technology as “safe.”  Please note that determinations of safety and efficacy
are solely within the authority of the FDA; therefore, please revise the prospectus to
remove all references and/or implications of safety and efficacy. With respect to
references to QT Breast Scanner, please revise references to “safety” to clarify that the
device received FDA clearance as a supplementary imaging device only and is not a
replacement for screening mammography.
29.We note your disclosure on pages 237 and 246 that the QT Breast Scanner is categorized
as a Class II medical device that received FDA’s 510(k) market clearance in 2017. Please
revise to include this disclosure under the Overview heading of this section, where
applicable, and in the Prospectus Summary.  We also refer to your business strategy to
introduce a comprehensive body-safe imaging technology and medical imaging for infants
in the future.  Please disclose the current stage