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 September 29, 2025

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

 Re: GigCapital8 Corp.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed September 25, 2025
 File No. 333-289479
Dear Dr. Avi S. Katz:

 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.

Amendment No. 2 to Registration Statement on Form S-1 filed September 25, 2025
General

1. We note the addition of Lynrock Lake Master Fund as an investor in the
private
 placement units and the founder shares. We also note that you
alternately state that (i)
 your sponsor intends at the time of this offering to sell 1,416,665
founder shares to
 Lynrock and (ii) Lynrock will acquire such founder shares from your
sponsor. Finally,
 we note that Lynrock is a party to each of the letter agreement and the
registration
 rights agreement. Based on the foregoing, it is unclear to what extent
Lynrock has the
 right to acquire beneficial ownership of the 1,416,665 founder shares
within sixty
 days (which founder shares constitute approximately 15% of the 9,403,808
founder
 shares expected to be issued and outstanding after this offering).
Please revise or
 advise to clarify. Please also file, as applicable, any subscription
agreement between
 September 29, 2025
Page 2

 the company and Lynrock. Refer to Items 403 and (601)(b)(10) of
Regulation S-K and
 Exchange Act Rule 13d-3(d).
Notes to Financial Statements
4. Related Party Transactions, page F-12

2. Please tell us your consideration of revising your disclosure to reflect
the updated
 number of founder shares that will be retained by the sponsor and the
effective price
 paid as a result of the intended sale of 1,416,665 founder shares to
Lynrock for
 $13,130, and the transfer of 5,000 founder shares prior to the
consummation of this
 offering to the Chief Financial Officer for future services.
Exhibits

3. Please have counsel revise its opinion filed as Exhibit 5.1 to cover all
of the units and
 all of the rights being registered under the registration statement. In
this regard, we
 note that the opinion covers only 22,000,000 units and 22,000,000
rights, but the full
 offering amount including any overallotment is 25,300,000 units and
25,300,000
 rights.
4. Please have counsel revise its opinion filed as Exhibit 5.2 to also
address whether,
 with respect to each of the Unit Shares and the Rights Shares, there
will be any further
 obligation on the holder to make any further payment to the company's
creditors (in
 addition to any further payment to the company). In this regard, we note
that Schedule
 3 of the opinion defines "non-assessable" to mean, in part, "that a
shareholder shall
 not, solely by virtue of its status as a shareholder, be liable for
additional assessments
 or calls on the shares by the Company or its creditors . . . ," but the
opinions given in
 paragraphs 6 and 7 do not use the term "non-assessable." Refer to
Section II.B.1.a of
 Staff Legal Bulleting No. 19, Legality and Tax Opinions in Registered
Offerings
 (October 14, 2011).
 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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