SecProbe.io

United States securities and exchange commission logo
January 10, 2024
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed December 29, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 15, 2023 letter.
Amendment No. 6 to Form S-4 filed on December 29, 2023
Unaudited Pro Forma Financial Statements, page 157
1.We note your response to prior comment 2 as well as your enhanced disclosures related to
Scenarios 4 and 8 on page 148. While we note that the parties, in their discretion, may
waive the net tangible assets closing condition pursuant to the terms of the BCA, please
address how you will address Sections 9.1(a) and (e) of your Charter which also includes
the $5,000,001 net tangible asset requirement.
2.We note your response to the second bullet point of prior comment 3, which indicates that
for purposes of the pro forma financial statements, the Company has prepared them with
the assumption that shares are being acquired under the Stock Subscription Agreement. In
order to present the range of possible results, please address the impact to your pro forma
financial statements if you assume the parties are going to hold their shares under the
November 2023 Non-Redemption Agreements. Refer to Rule 11-02(a)(10) of Regulation

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 January 10, 2024 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
January 10, 2024
Page 2
S-X.

3.We note your response to the second bullet of prior comment 4 as well as the revisions
made to footnote 6 to the tabular presentation of the pro forma shares of the combined
Company. For clarity and transparency, please expand your tabular presentation to
separately present the material transactions which result in the issuance of QT Imaging
Common Stock from the original former holders of QT Equity Securities.

4.With reference to Note B4, please reconcile the number of converted shares of the
combined company, including the "Early Investor Consideration Shares" to the conversion
of QT Imaging Convertible Notes (footnotes 5 and 6) in your tabular presentation of the
pro forma shares of the combined company on page 153 and 154.
5.We note your response to prior comment 8 as well as your expanded disclosures on page
174. You indicate that QT Imaging will recognize the issuance of the QT Imaging
Common Stock as general & administrative expense in accordance with ASC 718-10.
Please quantify such expense and address the need to reflect that expense in your pro
forma financial statements.
6.We note your response and revisions made in response to prior comment 11. As
previously requested, with reference to the terms of the Yorkville financing agreement,
please explain how you are accounting for the 1,000,000 share of QTH Holdings to be
issued upon completion of the Business Combination.
7.We note your response to prior comment 12 and your revised disclosures on page 178. For
transparency and clarity, please separately quantify the impact that the Stock Subscription
Agreements, Yorkville Financing, September and November Non-
Redemption Agreements, and any other recent financings had on your pro forma weighted
average share calculation as well as your outstanding or potential shares of the Combined
Company common stock equivalents that were excluded from the computation of pro
forma diluted loss per share.
8.We note your response to comment 13. Please clarify whether or not $1 million Bridge
Loan entered in November 2023 is included in your Note B4 referenced $3,500,000 Stock
Subscriptions Agreements. Also as previously requested, address how the
Working Capital Note that was amended on October 26, 2023 to increase the principal
amount to $705,000 is reflected in your pro forma financial statements

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 January 10, 2024 Page 3
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
January 10, 2024
Page 3
            Please 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.