SEC Comment Letter 0000000000-23-006144 to QT IMAGING HOLDINGS, INC. (QTI)
QT IMAGING HOLDINGS, INC.
Date: June 8, 2023 · CIK: 0001844505 · Accession: 0000000000-23-006144
AI Filing Summary & Sentiment
File numbers found in text: 001-40839
Letter
United States securities and exchange commission logo June 8, 2023 Dr. Raluca Dinu Chief Executive Officer GigCapital5, Inc. 1731 Embarcadero Road., Suite 200 Palo Alto, California 94303 Re:GigCapital5, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 Filed No. 001-40839 Dear Dr. Raluca Dinu: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 15. Exhibits, Financial Statement Schedules Exhibit 31.1 and 31.2, page 119 1.We note that the certifications provided do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial even though the transition period that allows for these omissions ended. Please amend the filing to provide revised certifications that include the required wording. You may file an abbreviated amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for the period ended March 31, 2023.
FirstName LastNameDr. Raluca Dinu Comapany NameGigCapital5, Inc. June 8, 2023 Page 2 FirstName LastName Dr. Raluca Dinu GigCapital5, Inc. June 8, 2023 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Christie Wong at (202) 551-3684 or Jeanne Baker, Senior Accountant, at (202) 551-3691 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
June 8, 2023
Dr. Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Road., Suite 200
Palo Alto, California 94303
Re:GigCapital5, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Filed No. 001-40839
Dear Dr. Raluca Dinu:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 15. Exhibits, Financial Statement Schedules
Exhibit 31.1 and 31.2, page 119
1.We note that the certifications provided do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial even
though the transition period that allows for these omissions ended. Please amend the filing
to provide revised certifications that include the required wording. You may file an
abbreviated amendment that is limited to the cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a)
and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for
the period ended March 31, 2023.
FirstName LastNameDr. Raluca Dinu
Comapany NameGigCapital5, Inc.
June 8, 2023 Page 2
FirstName LastName
Dr. Raluca Dinu
GigCapital5, Inc.
June 8, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Christie Wong at (202) 551-3684 or Jeanne Baker, Senior Accountant,
at (202) 551-3691 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services