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 September 5, 2025

Dr. Avi S. Katz
Chief Executive Officer and Chairman
GigCapital8 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303

 Re: GigCapital8 Corp.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289479
Dear Dr. Avi S. Katz:

 We have reviewed your 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.

Registration Statement on Form S-1 filed August 11, 2025
Cover Page

1. We note your disclosure on the cover page and page 216 that there is no
deferred
 underwriting commission payable to the underwriters. Please revise as
appropriate to
 reconcile your disclosures on pages 57, 83 and elsewhere indicating that
the
 underwriters are entitled to receive deferred underwriting commissions.
Summary, page 3

2. We note the tables on pages 15 and 30 that contain disclosures required
by Item
 1602(b)(6) of Regulation S-K. To the extent you intend to retain both
tables, please
 revise to eliminate inconsistencies between the tables.
 September 5, 2025
Page 2
Business Strategy, page 4

3. Please revise your discussion of your management's track record and
experience on
 page 5, and elsewhere as appropriate, to clarify that certain
subsidiaries of UpHealth,
 Inc. filed for bankruptcy and that Lightning eMotors' assets were sold
pursuant to
 receivership.
Initial Business Combination, page 21

4. Where you discuss having until 24 months from the closing of this
offering to
 consummate an initial business combination on page 22, or elsewhere in
the Summary
 as appropriate, please expand to describe your plans in the event that
you do not
 consummate a de-SPAC transaction within this time period, including
whether, and if
 so, how, you may extend the time period; any limitations on extensions,
including the
 number of times; the consequences to your sponsor of not completing an
extension of
 this time period; and whether security holders will have voting or
redemption rights
 with respect to such an extension. See Item 1602(b)(4) of Regulation
S-K.
Conflicts of Interest, page 47

5. Please expand your disclosure to also describe conflicts of interest
relating to
 payments to your sponsor, officers and directors, or their affiliates
for any services
 they render prior to or in order to effectuate the consummation of your
initial business
 combination, as referenced on pages 37-38. See Item 1602(b)(7) of
Regulation S-K.
Risk Relating to Our Management Team, page 87

6. We note the disclosure on page 20 and elsewhere that in order to
facilitate your initial
 business combination, your sponsor may surrender or forfeit, transfer or
exchange
 your founder shares, private placement units or any of your other
securities, including
 for no consideration, as well as subject any such securities to
earn-outs or other
 restrictions, or otherwise amend the terms of any such securities or
enter into any
 other arrangements with respect to any such securities. Please add risk
factor
 disclosure about risks that may arise from the sponsor having the
ability to remove
 itself as your sponsor before identifying a business combination,
including through the
 unconditional ability to transfer the founder shares or otherwise.
Address the
 consequences of such removal to the company's ability to consummate an
initial
 business combination, including that any replacement sponsor could have
difficulty
 finding a target.
Management
Conflicts of Interest, page 173

7. Please revise to clarify the terms and nature of the written agreement
with each of
 your officers and directors that you discuss in the final paragraph of
page 174. In this
 regard, we note your disclosure that the agreement requires each of your
officers and
 directors to present to you, prior to presentation to any other entity,
any suitable
 business opportunity. However, this appears inconsistent with your
disclosures
 elsewhere. As non-exclusive examples, we note your disclosure on page
23, where
 you state that your officers and directors may be required to present a
business
 opportunity to other entities prior to presenting such business
opportunity to you; we
 September 5, 2025
Page 3

 also note your disclosure on page 47, where you discuss your waiver of
the corporate
 opportunity doctrine. Please also file the written agreement as an
exhibit, as required
 by Item 601(b)(10) of Regulation S-K.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-9

8. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07, or revise accordingly.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Mary Beth Breslin at 202-551-3625 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Elena Nrtina, Esq.
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