SEC Comment Letter 0000000000-23-002755 to QT IMAGING HOLDINGS, INC. (QTI)
QT IMAGING HOLDINGS, INC.
Date: March 20, 2023 · CIK: 0001844505 · Accession: 0000000000-23-002755
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269760
Letter
© 2023 Wells Fargo & Compan y. All rights reserved. Consider whether the engaging entity is sufficiently creditworthy on its own to support the indemnity and other obligations in the Agreement. In particular, if the client is a majority- owned subsidiary of another company, or is controlled by a majority shareholder, consider obtaining a guarantee from the parent entity or majority shareholder. Add bracketed language if there is an additional placement agent for the Transaction. Corporate & Investment Banking Equity Capital Markets 500 West 33rd Street New York, New York 10001 Strictly Confidential March 20, 2023 VIA Email : Countrymanv@sec.gov Vanessa Countryman Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Vanessa Countryman Secretary of the SEC Re: Registration Statement on Form S-4 (Registration No. 333-269760) To whom it may concern: We write regarding the above-referenced registration statement (the “Registration Statement”) of GigCapital5, Inc. (“GigCapital5”) concerning a proposed business comb ination (the “Transaction”) between GigCapital5 and QT Imaging, Inc. (“QT Imaging”). As of the date of this letter, the Registration Statement has not yet been declared effective. This letter is to advise you that, effectiv e as of March 20, 2023, our firm has wa ived its entitlemen t to the payment of the deferred underwriting di scount in connection with our role as underwriter for GigCapital5, as described in the underwriting agreement, dated September 23, 2021, by and among GigCapital5, Wells Fargo Securities, LLC and William Blair & Company, L.L.C. We further confirm that, although our firm does not have any role with respect to the Transaction, for the avoidance of doubt, our firm has resigned from, or ceased or refused to act in, every office, capacity, and relationship with respect to the Transaction that may be described in the Registration Statement or otherwise. We further advise you that neither our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the Registration Statement. II
GigCapital5, Inc. March 20, 2023Page 2 Please be advised that nothing herein is intended to constitute an acknowledgment or admission, and we expressly deny, that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction. Very truly yours, Wells Fargo Securities, LLCBy: ÀÓÏà ¶ÓçÓà Cc: GigCapital5, Inc. Fargoggggggggg Seccccccururururururururururities , LL Managing Director
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© 2023 Wells Fargo & Compan y. All rights reserved. Consider whether the engaging entity is sufficiently creditworthy on its own to support the indemnity and other obligations in the Agreement. In particular, if the client is a majority- owned subsidiary of another company, or is controlled by a majority shareholder, consider obtaining a guarantee from the parent entity or majority shareholder. Add bracketed language if there is an additional placement agent for the Transaction. Corporate & Investment Banking Equity Capital Markets 500 West 33rd Street New York, New York 10001 Strictly Confidential March 20, 2023 VIA Email : Countrymanv@sec.gov Vanessa Countryman Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Vanessa Countryman Secretary of the SEC Re: Registration Statement on Form S-4 (Registration No. 333-269760) To whom it may concern: We write regarding the above-referenced registration statement (the “Registration Statement”) of GigCapital5, Inc. (“GigCapital5”) concerning a proposed business comb ination (the “Transaction”) between GigCapital5 and QT Imaging, Inc. (“QT Imaging”). As of the date of this letter, the Registration Statement has not yet been declared effective. This letter is to advise you that, effectiv e as of March 20, 2023, our firm has wa ived its entitlemen t to the payment of the deferred underwriting di scount in connection with our role as underwriter for GigCapital5, as described in the underwriting agreement, dated September 23, 2021, by and among GigCapital5, Wells Fargo Securities, LLC and William Blair & Company, L.L.C. We further confirm that, although our firm does not have any role with respect to the Transaction, for the avoidance of doubt, our firm has resigned from, or ceased or refused to act in, every office, capacity, and relationship with respect to the Transaction that may be described in the Registration Statement or otherwise. We further advise you that neither our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the Registration Statement. II GigCapital5, Inc. March 20, 2023Page 2 Please be advised that nothing herein is intended to constitute an acknowledgment or admission, and we expressly deny, that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction. Very truly yours, Wells Fargo Securities, LLCBy: ÀÓÏà ¶ÓçÓà Cc: GigCapital5, Inc. Fargoggggggggg Seccccccururururururururururities , LL Managing Director