Correspondence 0001193125-23-099802 from QT IMAGING HOLDINGS, INC. (QTI)
QT IMAGING HOLDINGS, INC.
Date: April 13, 2023 · CIK: 0001844505 · Accession: 0001193125-23-099802
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269760
Referenced dates: March 14, 2023
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attention: Christie Wong, Jeanne Baker, Jane Park and Celeste Murphy Re: GigCapital5, Inc. Registration Statement on Form S-4 Filed February 14, 2023 File No. 333-269760
Dear Mses. Wong, Baker, Park and Murphy:
Set forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) to our client, GigCapital5, Inc. (the “Company” or “GigCapital5”), by your letter dated March 14, 2023, regarding the above-referenced filing (the “Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
In addition to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital5 will file Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”) to reflect the Staff’s requested disclosure edits and other updates as applicable to reflect the end of the 2022 fiscal year of the Company. Unless otherwise specified, all references to page numbers and captions correspond to the Registration Statement if referring to the Staff’s comment, or to Amendment No. 1 if in the response.
Form S-4 filed on February 14, 2023
Cover Page
1. Please revise the prospectus cover page to disclose the expected ownership percentages in the combined company of GigCapital5’s public stockholders, the Sponsor and its affiliates, QT Imaging stockholders and PIPE investors. To the extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of any investments the Sponsor plans to make through financing transactions, such as the PIPE investment.
United States Securities and Exchange Commission
April 13, 2023
Page 2
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on the prospectus cover page of Amendment No. 1.
2. Please disclose on the cover page and in the prospectus summary whether the combined company will be a “controlled company” as defined under the relevant NYSE listing rules and, if so, whether you intend to rely on the exemptions as a controlled company. If applicable, please include risk factor disclosure that discusses the effect, risks and uncertainties of being designated a controlled company, including but not limited to, the result that you may elect not to comply with certain corporate governance requirements.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that the Combined Company will not be a “controlled company” as defined under the relevant listing rules. Accordingly, the Company has revised the disclosure on the prospectus cover page and in the prospectus summary on page 36 of Amendment No. 1.
Questions and Answers about the Proposed Business Combination
Q: What Equity Stake will Current GigCapital5 Public Stockholders, the Sponsor..., page 11
3. Please clarify, if true, that the sponsor will receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities. If applicable, please quantify the number and value of securities the sponsor will receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that the Sponsor is not entitled to receive any additional securities pursuant to an anti-dilution adjustment based on the Company’s additional financing activities, and therefore, the Sponsor will not receive any additional securities pursuant to such an anti-dilution adjustment. Further, the Company acknowledges the third sentence of the Staff’s comment and has revised its disclosure on page 11 of Amendment No. 1.
Questions and Answers
Q. What Equity Stake will Current Gigcapital5 Public Stockholders..., page 11
4. With reference to the Merger Consideration Earnout Shares discussed on page 28 of the filing, please disclose these shares within the Additional Potential Dilution section of your tabular presentation at the top of page 12 or explain why such disclosure is not necessary. Address this comment as it relates to similar tabular presentations throughout your filing.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 12 of Amendment No. 1.
United States Securities and Exchange Commission
April 13, 2023
Page 3
Q: Do I have redemption rights?, page 16
5. Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot exercise redemption rights with respect to the warrants. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 17 and 18 of the Registration Statement.
Summary, page 27
6. Please revise to expand your descriptions of GigCapital5 and QT Imaging in this section. We note your disclosure on pages 58 and 97 that the audit opinions for QT Imaging and GigCapital5 include a paragraph related to substantial doubt about the ability of QT Imaging GigCapital5, respectively, to continue as a going concern. Please revise to provide prominent disclosure in the Summary. With respect to QT Imaging, please expand your disclosure to discuss the types of products and services QT Imaging provides and how it generates revenue.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 29, 30, 31, 32 and 51 of Amendment No. 1.
7. Please balance your disclosure to include equally prominent disclosure of the limitations and challenges QT Imaging faces in implementing its business strategy including, but not limited to, the significant operating losses incurred since your inception, failure to demonstrate scale of deployment and manufacturing necessary to achieve commercial viability since receiving 510(k) premarket clearance in 2017, and the limited applicability of your lead product as a supplementary imaging device only instead of as a replacement for screening mammography.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 30 and 31 of Amendment No. 1.
8. We refer to your disclosure on pages F-17 and F-36 that the deferred underwriting fees of $9,200,000 are contingent on the completion of the business combination, subject to the terms of the underwriting agreement, including the performance of additional services after the IPO in connection with a proposed business combination. Please revise to include disclosure of the deferred underwriting fees in the Summary, where appropriate.
United States Securities and Exchange Commission
April 13, 2023
Page 4
RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 48 of Amendment No. 1.
GigCapital5 Conflicts of Interest, page 33
9. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 25, 41, 120 and 167 of Amendment No. 1.
10. Please expand your disclosure regarding the sponsor’s ownership interest in the target company. Disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared to the price paid.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 22 and 38 of Amendment No. 1 to disclose that the Sponsor has no ownership interest in QT Imaging. Because the Sponsor has no ownership interest in QT Imaging, it respectfully informs the Staff that it has not made any disclosure with respect to the second sentence of the Staff’s comment.
11. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement. Please also revise your disclosure summarizing the background of the business combination to discuss the negotiation of this agreement.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that the only stockholders who have agreed to waive redemption rights are stockholders who never had redemption rights as they are the Sponsor or other recipients of shares of the Company prior to the Company’s initial public offering, but nevertheless, in connection with and at the time of the Company’s initial public offering, entered into an agreement for the benefit of the Company and the underwriters of the Company’s initial public offering to waive any claim to a redemption right. Accordingly, the Company has revised its disclosure on pages 24, 25, 40, 41, 119 and 167 of Amendment No. 1 to clarify who has waived a redemption right and why, but has not revised its disclosure with respect to the background to the business combination as there is no relationship between the waiver agreed to at the time of the Company’s initial public offering and the business combination and there was no consideration given for the waiver.
12. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.
United States Securities and Exchange Commission
April 13, 2023
Page 5
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 13 of Amendment No. 1.
Key Agreements, page 35
13. Please revise to expand the description of your distribution agreement with Innovador to include the material terms of the agreement. For example, clarify whether Innovador is the exclusive distributor of QT Imaging products in the defined territory, which party has the right to set prices for such components or machines and whether QT Imaging has to pay any commissions.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 46 of Amendment No. 1.
PIPE Investment, page 37
14. We note that you have arranged to sell additional securities to raise funds to satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming stockholders. Please clarify the current status of discussions and negotiations regarding the contemplated PIPE Investment or convertible note financing. Revise the disclosure to discuss the key terms of any convertible securities and to disclose the potential impact of those securities on non-redeeming shareholders, as applicable. To the extent that negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected the potential PIPE investors, the relationships the PIPE investors have to GigCapital5, the Sponsor, QT Imaging and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 43 of Amendment No. 1.
15. Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s Sponsor, directors, officers or their affiliates will participate in the private placement.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that no marketing or sales of securities at the time of the consummation of the proposed Business Combination has yet occurred, and therefore, it is not currently known whether there are any material differences in the terms and price of securities issued at the time of the Company’s initial public offering and what will be issued in the PIPE Investment.
United States Securities and Exchange Commission
April 13, 2023
Page 6
However, the Company will revise the Registration Statement to address the Staff’s comment in a future amendment once marketing and negotiations of the PIPE Investment has occurred.
As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements..., page 117
16. Please revise your risk factor disclosure here to also state that as a result of your election not to opt out of the extended transition period, the financial statements of the combined company may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 128 and 129 of Amendment No. 1.
Unaudited Pro Forma Condensed Combined Financial Statements, page 123
17. Please expand the Description of the Merger section to provide the computation of the Aggregate Closing Merger Consideration Value as defined on page 1 of the filing. In addition, please describe the Merger Consideration Earn-Out Shares as discussed on pages 28 through 30 of the filing. With reference to the terms of the earn-out agreement, disclose the proposed accounting for such shares and clarify why these shares are not reflected in your pro forma financial statements. In addition, with reference to the tabular presentation on page 126 which presents the pro forma shares of the combined Company common stock issued and outstanding immediately after the Merger, disclose and quantify the Earn-Out shares that are excluded.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 32, 135, 136, 137 and 142 of Amendment No. 1.
18. Please expand the Basis of Pro Forma Presentation to clarify how you determined the $10.18 redemption price.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 138 of Amendment No. 1.
19. You disclose on the bottom of page 125 that the four levels of redemptions assumed in the unaudited pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the outstanding Public Warrants, Private Placement Warrants or shares issued for the PIPE Investment. We note however that Note (B) reflects the issuance of 2,600,000 GigCapital5 common stock under the PIPE Subscription Agreement. Please address this apparent inconsistency.
United States Securities and Exchange Commission
April 13, 2023
Page 7
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 139 and 140 of Amendment No. 1.
20. Note (B) reflects the sale under a PIPE Subscription Agreement with the PIPE Investors of 2,600,000 shares of GigCapital5 Common Stock. With reference to your disclosures on page 37 that GigCapital5 may enter into PIPE Subscription Agreements, please address the need to provide additional pro forma information that addresses scen
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CORRESP
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filename1.htm
CORRESP
DLA Piper
LLP (US)
555 Mission St.
#2400
San
Francisco, California 94105
www.dlapiper.com
April 13, 2023
United States Securities and Exchange Commission
Division of
Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Christie Wong, Jeanne Baker, Jane Park and Celeste Murphy
Re:
GigCapital5, Inc.
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269760
Dear Mses. Wong, Baker, Park and Murphy:
Set forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) to our client, GigCapital5, Inc. (the “Company” or “GigCapital5”), by
your letter dated March 14, 2023, regarding the above-referenced filing (the “Registration Statement”).
For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
In
addition to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital5 will file Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment
No. 1”) to reflect the Staff’s requested disclosure edits and other updates as applicable to reflect the end of the 2022 fiscal year of the Company. Unless otherwise specified, all references to
page numbers and captions correspond to the Registration Statement if referring to the Staff’s comment, or to Amendment No. 1 if in the response.
Form S-4 filed on February 14, 2023
Cover Page
1.
Please revise the prospectus cover page to disclose the expected ownership percentages in the combined
company of GigCapital5’s public stockholders, the Sponsor and its affiliates, QT Imaging stockholders and PIPE investors. To the extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of any
investments the Sponsor plans to make through financing transactions, such as the PIPE investment.
United States Securities and Exchange Commission
April 13, 2023
Page 2
RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on the prospectus cover page of Amendment No. 1.
2.
Please disclose on the cover page and in the prospectus summary whether the combined company will be a
“controlled company” as defined under the relevant NYSE listing rules and, if so, whether you intend to rely on the exemptions as a controlled company. If applicable, please include risk factor disclosure that discusses the effect, risks
and uncertainties of being designated a controlled company, including but not limited to, the result that you may elect not to comply with certain corporate governance requirements.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that the Combined Company will
not be a “controlled company” as defined under the relevant listing rules. Accordingly, the Company has revised the disclosure on the prospectus cover page and in the prospectus summary on page 36 of Amendment No. 1.
Questions and Answers about the Proposed Business Combination
Q: What Equity Stake will Current GigCapital5 Public Stockholders, the Sponsor..., page 11
3.
Please clarify, if true, that the sponsor will receive additional securities pursuant to an anti-dilution
adjustment based on the company’s additional financing activities. If applicable, please quantify the number and value of securities the sponsor will receive. In addition, disclose the ownership percentages in the company before and after the
additional financing to highlight dilution to public stockholders.
RESPONSE: The
Company acknowledges the Staff’s comment and respectfully notes that the Sponsor is not entitled to receive any additional securities pursuant to an anti-dilution adjustment based on the Company’s
additional financing activities, and therefore, the Sponsor will not receive any additional securities pursuant to such an anti-dilution adjustment. Further, the Company acknowledges the third sentence of the Staff’s comment and has revised its
disclosure on page 11 of Amendment No. 1.
Questions and Answers
Q. What Equity Stake will Current Gigcapital5 Public Stockholders..., page 11
4.
With reference to the Merger Consideration Earnout Shares discussed on page 28 of the filing, please
disclose these shares within the Additional Potential Dilution section of your tabular presentation at the top of page 12 or explain why such disclosure is not necessary. Address this comment as it relates to similar tabular presentations
throughout your filing.
RESPONSE: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 12 of Amendment No. 1.
United States Securities and Exchange Commission
April 13, 2023
Page 3
Q: Do I have redemption rights?, page 16
5.
Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot
exercise redemption rights with respect to the warrants. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure
on pages 17 and 18 of the Registration Statement.
Summary, page 27
6.
Please revise to expand your descriptions of GigCapital5 and QT Imaging in this section. We note your
disclosure on pages 58 and 97 that the audit opinions for QT Imaging and GigCapital5 include a paragraph related to substantial doubt about the ability of QT Imaging GigCapital5, respectively, to continue as a going concern. Please revise to
provide prominent disclosure in the Summary. With respect to QT Imaging, please expand your disclosure to discuss the types of products and services QT Imaging provides and how it generates revenue.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 29, 30,
31, 32 and 51 of Amendment No. 1.
7.
Please balance your disclosure to include equally prominent disclosure of the limitations and challenges
QT Imaging faces in implementing its business strategy including, but not limited to, the significant operating losses incurred since your inception, failure to demonstrate scale of deployment and manufacturing necessary to achieve commercial
viability since receiving 510(k) premarket clearance in 2017, and the limited applicability of your lead product as a supplementary imaging device only instead of as a replacement for screening mammography.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 30 and
31 of Amendment No. 1.
8.
We refer to your disclosure on pages F-17 and F-36 that the deferred underwriting fees of $9,200,000 are contingent on the completion of the business combination, subject to the terms of the underwriting agreement, including the performance of additional
services after the IPO in connection with a proposed business combination. Please revise to include disclosure of the deferred underwriting fees in the Summary, where appropriate.
United States Securities and Exchange Commission
April 13, 2023
Page 4
RESPONSE: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 48 of Amendment No. 1.
GigCapital5 Conflicts of Interest, page 33
9.
Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its
affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 25, 41,
120 and 167 of Amendment No. 1.
10.
Please expand your disclosure regarding the sponsor’s ownership interest in the target company.
Disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared to the price paid.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 22 and
38 of Amendment No. 1 to disclose that the Sponsor has no ownership interest in QT Imaging. Because the Sponsor has no ownership interest in QT Imaging, it respectfully informs the Staff that it has not made any disclosure with respect to the
second sentence of the Staff’s comment.
11.
We note that certain shareholders agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement. Please also revise your disclosure summarizing the background of the business combination to discuss the negotiation of this agreement.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that the only stockholders who
have agreed to waive redemption rights are stockholders who never had redemption rights as they are the Sponsor or other recipients of shares of the Company prior to the Company’s initial public offering, but nevertheless, in connection with
and at the time of the Company’s initial public offering, entered into an agreement for the benefit of the Company and the underwriters of the Company’s initial public offering to waive any claim to a redemption right. Accordingly, the
Company has revised its disclosure on pages 24, 25, 40, 41, 119 and 167 of Amendment No. 1 to clarify who has waived a redemption right and why, but has not revised its disclosure with respect to the background to the business combination
as there is no relationship between the waiver agreed to at the time of the Company’s initial public offering and the business combination and there was no consideration given for the waiver.
12.
It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.
United States Securities and Exchange Commission
April 13, 2023
Page 5
RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 13 of Amendment No. 1.
Key Agreements, page 35
13.
Please revise to expand the description of your distribution agreement with Innovador to include the
material terms of the agreement. For example, clarify whether Innovador is the exclusive distributor of QT Imaging products in the defined territory, which party has the right to set prices for such components or machines and whether QT Imaging has
to pay any commissions.
RESPONSE: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 46 of Amendment No. 1.
PIPE Investment, page 37
14.
We note that you have arranged to sell additional securities to raise funds to satisfy the minimum cash
required to complete the business combination transaction after returning funds to redeeming stockholders. Please clarify the current status of discussions and negotiations regarding the contemplated PIPE Investment or convertible note financing.
Revise the disclosure to discuss the key terms of any convertible securities and to disclose the potential impact of those securities on non-redeeming shareholders, as applicable. To the extent that
negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected the potential PIPE investors, the relationships the PIPE investors have to GigCapital5, the Sponsor, QT Imaging
and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 43 of
Amendment No. 1.
15.
Please highlight material differences in the terms and price of securities issued at the time of the IPO
as compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s Sponsor, directors, officers or their affiliates will participate in the private placement.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully notes that no marketing or sales of
securities at the time of the consummation of the proposed Business Combination has yet occurred, and therefore, it is not currently known whether there are any material differences in the terms and price of securities issued at the time of the
Company’s initial public offering and what will be issued in the PIPE Investment.
United States Securities and Exchange Commission
April 13, 2023
Page 6
However, the Company will revise the Registration Statement to address
the Staff’s comment in a future amendment once marketing and negotiations of the PIPE Investment has occurred.
As an “emerging growth
company,” we cannot be certain if the reduced disclosure requirements..., page 117
16.
Please revise your risk factor disclosure here to also state that as a result of your election not to opt
out of the extended transition period, the financial statements of the combined company may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 128 and
129 of Amendment No. 1.
Unaudited Pro Forma Condensed Combined Financial Statements, page 123
17.
Please expand the Description of the Merger section to provide the computation of the Aggregate Closing
Merger Consideration Value as defined on page 1 of the filing. In addition, please describe the Merger Consideration Earn-Out Shares as discussed on pages 28 through 30 of the filing. With reference
to the terms of the earn-out agreement, disclose the proposed accounting for such shares and clarify why these shares are not reflected in your pro forma financial statements. In addition, with reference to
the tabular presentation on page 126 which presents the pro forma shares of the combined Company common stock issued and outstanding immediately after the Merger, disclose and quantify the Earn-Out shares
that are excluded.
RESPONSE: The Company acknowledges the Staff’s comment and
has revised its disclosure on pages 32, 135, 136, 137 and 142 of Amendment No. 1.
18.
Please expand the Basis of Pro Forma Presentation to clarify how you determined the $10.18 redemption
price.
RESPONSE: The Company acknowledges the Staff’s comment and has revised
its disclosure on pages 138 of Amendment No. 1.
19.
You disclose on the bottom of page 125 that the four levels of redemptions assumed in the unaudited
pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the outstanding Public Warrants, Private Placement Warrants or shares issued for the PIPE Investment. We note
however that Note (B) reflects the issuance of 2,600,000 GigCapital5 common stock under the PIPE Subscription Agreement. Please address this apparent inconsistency.
United States Securities and Exchange Commission
April 13, 2023
Page 7
RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 139 and 140 of Amendment No. 1.
20.
Note (B) reflects the sale under a PIPE Subscription Agreement with the PIPE Investors of 2,600,000
shares of GigCapital5 Common Stock. With reference to your disclosures on page 37 that GigCapital5 may enter into PIPE Subscription Agreements, please address the need to provide additional pro forma information that addresses scen