SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 DLA Piper LLP (US) 555 Mission St. #2400
 San Francisco, California 94105
 www.dlapiper.com
 September 30, 2025
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Real Estate and Construction 100 F
Street, N.E. Washington, D.C. 20549-3561 Attention:
Benjamin Holt and Mary Beth Breslin

 Re:
 GigCapital8 Corp.

  
 Amendment No. 2 to Registration Statement on Form S-1

  
 Filed September 25, 2025

  
 File No. 333-289479
 Dear Mr. Holt and Ms. Breslin: Set
forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) to
our client, GigCapital8 Corp. (the “ Company ” or “ GigCapital8 ”), by your letter dated September 29, 2025, regarding the above-referenced Amendment No. to Registration Statement on Form S-1 (“ Form S-1 ”). 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, GigCapital8 will file Amendment No. 3 to Form S-1 (“ Amendment
No. 3 ”) to reflect the Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Form S-1 if
referring to the Staff’s comment, or to Amendment No. 3 if in the response. Amendment No. 2 to Registration Statement on Form S-1 filed on 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

 U.S. Securities and Exchange Commission
 September 30, 2025 Page
 2

 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 the Company and Lynrock. Refer to Items 403 and (601)(b)(10) of Regulation
 S-K and Exchange Act Rule 13d-3(d).
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its disclosures as follows: The Company
has clarified that the acquisition of founder shares by Lynrock from the sponsor will occur at the time of the offering. The Company has also clarified that the Unit Purchase Agreement attached as Exhibit 10.4 to the registration statement
constitutes the subscription agreement between the Company and Lynrock. Furthermore, the Company has updated the table of Principal Shareholders to break out holdings by those shareholders included on the table, including Lynrock, by voting class
and in the aggregate. These revised disclosures are set forth on the cover page and on pages 17, 28, 32, 78, 104, 118, 125, 146, 186, 187, 192, F-12 and II-2 of Amendment No. 3.
 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. RESPONSE : The Company respectfully acknowledges the
Staff’s comment and has revised its 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 and the
transfer of 5,000 founder shares to the Chief Financial Officer on pages F-11, F-12 and F-13 of Amendment No. 3. 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 only covers 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. RESPONSE : The Company respectfully acknowledges the Staff’s comment and has had its
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.

 U.S. Securities and Exchange Commission
 September 30, 2025 Page
 3

 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 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 defined “non-assessable” to mean, in part, “that a shareholder shall not, solely by virtue of its status as shareholder, be liable for additional assessments or calls on the shares by
the Company or its creditors . . . ,” but the opinion 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).
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has had its counsel revise its opinion filed as
Exhibit 5.2 to address the fact that all of the Unit Shares and Rights Shares are non-assessable.
 *     *     *

 U.S. Securities and Exchange Commission
 September 30, 2025 Page
 4

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff. If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.
 Sincerely,
 /s/ Jeffrey C. Selman
 Jeffrey C. Selman cc: Avi S.
Katz Enclosures

CORRESP
 1
 filename1.htm

 CORRESP

 September 30, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549 Attn: Benjamin Holt and Mary Beth
Breslin

 Re:
 GigCapital8 Corp.
 Registration Statement on Form S-1
 Filed August 11, 2025, as amended
 File No. 333-289479
 Acceleration Request
 Requested Date: September 30, 2025
 Requested Time: 4:30 P.M. Eastern Time
 Dear Mr. Holt and Ms. Breslin:
 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, GigCapital8 Corp. (the
“ Registrant ”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-289479) (the
“ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Registrant or its counsel may orally request via telephone
call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. The Registrant hereby authorizes Jeffrey C. Selman or Elena Nrtina of DLA Piper LLP (US), counsel for the Registrant, to make such request on
the Registrant’s behalf. We request that we be notified of the effectiveness of the Registration Statement by telephone to Jeffrey
C. Selman of DLA Piper LLP (US) at 415-615-6095, or in his absence, Elena Nrtina of DLA Piper LLP (US) at
 415-836-2533. Thank you for your assistance.

 Very truly yours,

 GIGCAPITAL8 CORP .

 /s/ Avi S Katz

 Avi S Katz

 Chief Executive Officer

 cc:
 Jeffrey C. Selman (DLA Piper LLP (US))
 Elena Nrtina (DLA Piper LLP (US))

CORRESP
 1
 filename1.htm

 CORRESP

 September 30, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549 Attn: Benjamin Holt and Mary
Beth Breslin

 Re:
 GigCapital8 Corp.
 Registration Statement on Form S-1
 Filed August 11, 2025, as amended
 File No. 333-289479
 Dear Ms. Gorman and Mr. Link,
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), the undersigned hereby joins in the request
of GigCapital8 Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. ET on Tuesday, September 30, 2025, or as soon thereafter as practicable.
 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended. * * *
 [ Signature Page Follows ]

 Very truly yours,

 D. BORAL CAPITAL LLC

 By:

 /s/ Gaurav Verma

 Name: Gaurav Verma

 Title: Co-Head of Investment Banking

 cc:
 DLA Piper LLP (US)
 [ Signature Page to Underwriter’s Acceleration Request Letter ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 DLA Piper LLP ( US ) 555 Mission St. #2400
 San Francisco, California 94105
 www.dlapiper.com
 September 9, 2025
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Real Estate and Construction 100
F Street, N.E. Washington, D.C. 20549-3561 Attention:
Benjamin Holt and Mary Beth Breslin

 Re:
 GigCapital8 Corp.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289479
 Dear Mr. Holt and Ms. Breslin: Set
forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) to
our client, GigCapital8 Corp. (the “ Company ” or “ GigCapital8 ”), by your letter dated September 5, 2025, regarding the above-referenced Registration Statement on
 Form S-1 (“ Form S-1 ”).
 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, GigCapital8 will file Amendment
No. 1 to Form S-1 (“ Amendment No. 1 ”) to reflect the Staff’s requested disclosure edits. Unless otherwise specified, all references to page
numbers and captions correspond to Form S-1 if referring to the Staff’s comment, or to Amendment No. 1 if in the response.
 Registration Statement on Form S-1 filed on 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.

 U.S. Securities and Exchange Commission
 September 9 , 2025 Page
 2

 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised and reconciled its disclosures with
respect to there being no deferred underwriting commission payable to the underwriters on page 216 and additionally updated the disclosures accordingly on pages 61, 87, 161 200, F-8 and F-10 of Amendment No. 1.
 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.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised the tables on pages 15-16 and 31-32 that
contain disclosures required by Item 1602(b)(6) to eliminate inconsistencies between the tables in Amendment No. 1. 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.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its discussion of its management’s
track record and experience to clarify that certain subsidiaries of UpHealth, Inc. filed for bankruptcy and that Lightning eMotors’ assets were sold pursuant to receivership on pages 5, 6, 8, 125, 134, 136, 137 and 168 of Amendment
No. 1. 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.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has expanded its disclosure in the event that the
Company does not consummate a de-SPAC transaction within the time period on the cover page and pages 22, 23, 48, 49 and 84 of Amendment No. 1.

 U.S. Securities and Exchange Commission
 September 9, 2025 Page
 3
 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. RESPONSE : The Company
respectfully acknowledges the Staff’s comment and has expanded its disclosure to address this comment on pages 39 - 40 of Amendment No. 1.
 Risks 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.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has added a new risk factor titled “ Our
sponsor has the ability to remove itself as the Company’s sponsor or to substantially reduce its interests in the Company before identifying a business combination, which may result in change in the strategy and focus of our Company in
pursuing a business combination.” on page 108 of Amendment No. 1. 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 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.

 U.S. Securities and Exchange Commission
 September 9, 2025 Page
 4

 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 178 - 180
of Amendment No. 1 to clarify that the agreement does not require each of the Company’s officers and directors to present to the Company, prior to presentation to any other entity, any suitable business opportunity.
 Note to Financial Statements Note 2.
Summary of Significant Accounting Policies, page F-9

 8.
 Please tell us how you have complies with the reportable segment disclosure requirements pursuant to ASU 2023-07, or revise accordingly. RESPONSE : The Company
respectfully acknowledges the Staff’s comment and has added a new section titled “ Segment Information ” to address how the Company complies with the reportable segment disclosure requirements pursuant to ASU 2023-07 on page F-10 of Amendment No. 1.
 *   *  *

 U.S. Securities and Exchange Commission
 September 9, 2025 Page
 5
 The Company and its
management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff.
 If you have any questions regarding the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.

 Sincerely,

 /s/ Jeffrey C. Selman

 Jeffrey C. Selman
 cc: Avi S. Katz
 Enclosures

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>