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May 4, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 27, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 21, 2023 letter.
Amendment No. 2 to Registration Statement Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements, page 135
1.With reference to the Net Tangible Assets Test disclosed on page A-73, please disclose
your pro forma net tangible assets under each of your four scenarios.  If any scenario
results in less than $5,000,001 net tangible assets, please explain the appropriateness of
reflecting such scenario(s).
Notes to Unaudited Pro Forma Condensed Combined Financial Statements , page 153
2.We note your response to comment 8 which indicated the exercise price of the warrants
are $4 and $4.25. Please reconcile $1,951,998 of cash received to the shares issued from
exercise of QT imaging warrants on page 141.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 May 4, 2023 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
May 4, 2023
Page 2
3.Adjustment J3 reflects a $90 million earnout liability.  With reference to the terms of the
earnout provision and the underlying assumptions you relied on, please expand your
disclosures to explain how you determined the $90 million fair value.
The QT Scanner, page 230
4.We note your revisions in response to our prior comment 9 and reissue in part. We note
that you reference "clinical studies" in this section, but the only clinical study you identify
is the ACCRUE study. Please clarify whether you have conducted any other clinical
studies related to your QT scan and provide a description of each additional clinical study.
Please also provide more detail about the ACCRUE study, including its purpose and
scope, the study design, the amount of participants, the primary and secondary endpoints,
whether it was powered to show statistical significance
Background of the Business Combination, page 325
5.We note your response to our prior comment 11 and reissue the comment. Please
substantially expand your disclosure of each of the nine potential business combination
targets that the GigCapital5 management team and/or GigManagement considered. For
example, without limitation, disclose for each of the nine potential targets the industry of
the target's business, proposed valuations, who identified the target, who participated in
negotiations with the target, when the target was identified and who initiated discussions
with the target. To the extent that any preliminary negotiations occurred or preliminary
proposals were submitted for any of the nine potential targets, please disclose all material
proposal terms, including  the subject and nature of any preliminary negotiations and any
terms related transaction structure, valuation, and equity split distribution. We note, for
example, your statement that discussions for some targets were terminated because "the
parties were either unable to agree upon potential terms for a transaction, [or] GigCapital5
decided to move away from the process due to further information collected." Please
elaborate. Additionally, please disclose for each of the nine potential targets when
discussions ended and the specific reasons why GigCapital5 did not continue to pursue a
business combination with the target.

6.We note your revisions in response to our prior comment 12 and reissue in part. We note
your statement that the proposed valuation of $151 million took into account "the state of
valuations of both private and public companies throughout 2022, and in particular in the
second half of the year which saw a decrease in valuation from the period considered in
the comparable company analysis." Please revise to disclose the underlying assumptions
of the state of valuations of both private and public companies and the decrease in
valuations during the second half of the year, and how the Board considered those factors
when evaluating the $151 million valuation.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 May 4, 2023 Page 3
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
May 4, 2023
Page 3
Exhibits 23.1 and 23.2, page II-4
7.Please update the consents to refer to the currently filed amendment number.
            You may contact Christie Wong at 202-551-3684 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.