SEC Comment Letter 0000000000-23-005977 to QT IMAGING HOLDINGS, INC. (QTI)
QT IMAGING HOLDINGS, INC.
Date: June 5, 2023 · CIK: 0001844505 · Accession: 0000000000-23-005977
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File numbers found in text: 333-269760
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United States securities and exchange commission logo
June 5, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 22, 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 May 4, 2023 letter.
Amendment No. 3 to Registration Statement Form S-4
The QT Scanner, page 243
1.We note you have revised your disclosure in response to previous comment 3 to include
brief descriptions of 17 studies. Please expand on the descriptions of these studies. Please
ensure the descriptions state the number of participants, applicable endpoints, the
occurrence of any serious adverse events and their statistical significance.
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 Conlon Danberg at 202-551-4466 or Jane Park at 202-551-7439 with any other
questions.
FirstName LastNameRaluca Dinu
Comapany NameGigCapital5, Inc.
June 5, 2023 Page 2
FirstName LastName
Raluca Dinu
GigCapital5, Inc.
June 5, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Jeffrey C. Selman, Esq.