SecProbe.io

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QT Imaging Holdings, Inc.

c/o DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, California 94105-2933

(415) 836-2533

April 1, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:

 QT Imaging Holdings, Inc.

  Registration Statement on Form S-3

  File No. 333-294705

  Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, QT Imaging Holdings, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on Friday, April 3, 2026, or as soon thereafter as practicable.

Please notify Elena Nrtina, counsel to the company, at (415) 836-2533, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Dr. Raluca Dinu

Name: Dr. Raluca Dinu

Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2026

Dr. Raluca Dinu
Chief Executive Officer
QT Imaging Holdings, Inc.
3 Hamilton Landing, Suite 160
Novato, CA 94949

 Re: QT Imaging Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 27, 2026
 File No. 333-294705
Dear Dr. Raluca Dinu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Jeffrey C. Selman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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Document

QT Imaging Holdings, Inc.

c/o DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, California 94105-2933

(415) 836-2533

February 3, 2025

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

  Re: QT Imaging Holdings, Inc.

Registration Statement on Form S-1, as amended

File No. 333-284317

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, QT Imaging Holdings, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on Wednesday, February 5, 2025, or as soon thereafter as practicable.

Please notify Elena Nrtina, counsel to the Company, at (415) 836-2533, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Dr. Raluca Dinu

Name: Dr. Raluca Dinu

Title: Chief Executive Officer

January 21, 2025
Dr. Raluca Dinu
Chief Executive Officer
QT Imaging Holdings, Inc.
3 Hamilton Landing, Suite 160
Novato, CA 94949
Re:QT Imaging Holdings, Inc.
Registration Statement on Form S-1
Filed January 16, 2025
File No. 333-284317
Dear Dr. Raluca Dinu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jeffrey Selman, Esq.

CORRESP
1
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CORRESP

 QT Imaging Holdings, Inc.

c/o DLA Piper LLP (US)

 555 Mission
Street, Suite 2400

 San Francisco, California 94105-2933

(415) 836-2533

May 20, 2024

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, NE

 Washington, DC 20549

Re:
 QT Imaging Holdings, Inc.

Registration Statement on Form S-1, as amended

File No. 333-278460

Acceleration Request

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, QT Imaging Holdings, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on Wednesday, May 22, 2024, or as soon thereafter as practicable.

Please notify Elena Nrtina, counsel to the Company, at (415) 836-2533, as soon as the Registration Statement has been
declared effective, it if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Dr. Raluca Dinu

 Name: Dr. Raluca Dinu

 Title: Chief
Executive Officer

CORRESP
1
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CORRESP

 DLA Piper LLP (US)

 555 Mission St.
#2400

 San Francisco, California 94105
www.dlapiper.com

 April 24, 2024

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: Conlon Danberg and Jessica Ansart

Re:   QT Imaging Holdings, Inc.

Registration Statement on Form S-1

Filed April 2, 2024

File No. 333-278460

Dear Mr. Danberg and Ms. Ansart:

 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, QT Imaging Holdings, Inc. (the “Company” or “QT Imaging”), by your letter dated April 15, 2024, regarding the above-referenced filing (“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, QT Imaging will file Amendment No. 1 to the 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 April 2, 2024

Cover Page

1.
 We note that you are registering the issuance of 94,364 shares of Common Stock that are issuable upon the
exercise of 94,364 Sponsor’s Warrants and 5,375,000 shares of Common Stock issuable pursuant to the Yorkville Note for the Pre-Paid Advance. On page 166, you note that [i]n connection with the Closing,
(i) the Sponsor elected to partially convert (the “Conversion”) $943,640 in principal balance outstanding under the Working Capital Note into 94,364 shares of Common Stock and 94,364 Sponsor’s

United States Securities and Exchange Commission

 April 24, 2024

Page 2

 Warrants of the Company.” Likewise, you note on page 7 that “[a]s
consideration for a Pre-Paid Advance of $10.0 million, in connection with the Closing, the Company issued to Yorkville a promissory note.” It appears that the Sponsor’s Warrants were issued on
March 4, 2024 and became exercisable thirty days thereafter and that the Yorkville Note was also issued on March 4, 2024 and was immediately convertible. If an option becomes exercisable within one year, it is deemed to be immediately
exercisable. Therefore, a registration statement must be on file before the option is exercisable for the entire transaction to be a public offering. Given this, please tell us your basis for registering the offering of the shares underlying the
Sponsor’s Warrants and the Yorkville Note for the Pre-Paid Advance on a primary basis or revise the offering to only register the resale of such shares. Please refer to Securities Act Sections C&DI
Questions 239.15, 139.09 and 103.04.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosure on Cover Page 1 of Amendment No. 1.

2.
 For each of the Private Placement Shares, Working Capital Shares, Insider Shares, Closing Shares and
Sponsor’s Warrants being registered for resale, please disclose the price that the selling securityholders paid for such shares or warrants.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on Cover Page 1 of Amendment No. 1.

Risk Factors

 Risks Related to Ownership of
Company Common Stock and Other Securities

 Future sales, or the perception of future sales, of Company Common Stock by us or our existing
stockholders..., page 66

3.
 We note your statement that “[t]he sale of substantial amounts of shares of Company Common Stock in
the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Company Common Stock.” To illustrate this risk, please disclose the purchase price of the securities being registered for
resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 67 and 68 of Amendment
No. 1.

United States Securities and Exchange Commission

 April 24, 2024

Page 3

 Management’s Discussion and Analysis of Condition and Results of Operations of QT Imaging
Overview, page 81

4.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of
a substantial portion of your outstanding shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that the shares being registered for resale by the
selling stockholders collectively represent over 50% of your outstanding shares and that the Sponsor, a beneficial owner of over 33% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of
which this prospectus forms a part is available for use.

 RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 105 of Amendment No. 1.

 General

5.
 We note that because the most recent balance sheet of QT Imaging, Inc. included in the Registration
Statement is as of December 31, 2023, it does not reflect the Closing of the Business Combination with GigCapital5 that occurred on March 4, 2024. We also note that on
March 22, 2024 you filed an Amendment No. 1 to a Current Report on Form 8- K/A containing unaudited pro forma condensed combined financial
information as of December 31, 2023 and for the year then ended. Please include this pro forma financial information in your Registration Statement or explain to us why you are not required to do so.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 83-95 of Amendment No. 1.

6.
 Please revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading price, the prices that the respective selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their
shares and warrants. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on Cover Page 1 and pages 67 and 68 of
Amendment No. 1.

 *    *     *

United States Securities and Exchange Commission

 April 24, 2024

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: Dr. Raluca Dinu

Enclosures

United States securities and exchange commission logo
April 15, 2024
Dr. Raluca Dinu
Chief Executive Officer
QT Imaging Holdings, Inc.
3 Hamilton Landing, Suite 160
Novato, CA 94949
Re:QT Imaging Holdings, Inc.
Registration Statement on Form S-1
Filed April 2, 2024
File No. 333-278460
Dear Dr. Raluca Dinu:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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 April 2, 2024
Cover Page
1.We note that you are registering the issuance of 94,364 shares of Common Stock that are
issuable upon the exercise of 94,364 Sponsor's Warrants and 5,375,000 shares of
Common Stock issuable pursuant to the Yorkville Note for the Pre-Paid Advance. On
page 166, you note that [i]n connection with the Closing, (i) the Sponsor elected to
partially convert (the “Conversion”) $943,640 in principal balance outstanding under the
Working Capital Note into 94,364 shares of Common Stock and 94,364 Sponsor’s
Warrants of the Company." Likewise, you note on page 7 that "[a]s consideration for
a Pre-Paid Advance of $10.0 million, in connection with the Closing, the Company issued
to Yorkville a promissory note." It appears that the Sponsor's Warrants were issued on
March 4, 2024 and became exercisable thirty days thereafter and that the Yorkville Note
was also issued on March 4, 2024 and was immediately convertible. If an option becomes
exercisable within one year, it is deemed to be immediately exercisable. Therefore, a

 FirstName LastNameDr. Raluca Dinu
 Comapany NameQT Imaging Holdings, Inc.
 April 15, 2024 Page 2
 FirstName LastNameDr. Raluca Dinu
QT Imaging Holdings, Inc.
April 15, 2024
Page 2
registration statement must be on file before the option is exercisable for the entire
transaction to be a public offering. Given this, please tell us your basis for registering the
offering of the shares underlying the Sponsor's Warrants and the Yorkville Note for the
Pre-Paid Advance on a primary basis or revise the offering to only register the resale of
such shares. Please refer to Securities Act Sections C&DI Questions 239.15, 139.09 and
103.04.
2.For each of the Private Placement Shares, Working Capital Shares, Insider Shares,
Closing Shares and Sponsor's Warrants being registered for resale, please disclose the
price that the selling securityholders paid for such shares or warrants.
Risk Factors
Risks Related to Ownership of Company Common Stock and Other Securities
Future sales, or the perception of future sales, of Company Common Stock by us or our existing
stockholders..., page 66
3.We note your statement that "[t]he sale of substantial amounts of shares of Company
Common Stock in the public market, or the perception that such sales could occur, could
harm the prevailing market price of shares of our Company Common Stock." To illustrate
this risk, please disclose the purchase price of the securities being registered for resale and
the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even though the current trading price is significantly below
the SPAC IPO price, the private investors have an incentive to sell because they will still
profit on sales because of the lower price that they purchased their shares than the public
investors.
Management's Discussion and Analysis of Condition and Results of Operations of QT Imaging
Overview, page 81
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of your outstanding shares for resale and discuss
how such sales could impact the market price of the company’s common stock. Your
discussion should highlight the fact that the shares being registered for resale by the
selling stockholders collectively represent over 50% of your outstanding shares and that
the Sponsor, a beneficial owner of over 33% of your outstanding shares, will be able to
sell all of its shares for so long as the registration statement of which this prospectus forms
a part is available for use.
General
5.We note that because the most recent balance sheet of QT Imaging, Inc. included in the
Registration Statement is as of December 31, 2023, it does not reflect the Closing of the
Business Combination with GigCapital5 that occurred on March 4, 2024. We also note
that on March 22, 2024 you filed an Amendment No. 1 to a Current Report on Form 8-
K/A containing unaudited pro forma condensed combined financial information as of

 FirstName LastNameDr. Raluca Dinu
 Comapany NameQT Imaging Holdings, Inc.
 April 15, 2024 Page 3
 FirstName LastName
Dr. Raluca Dinu
QT Imaging Holdings, Inc.
April 15, 2024
Page 3
December 31, 2023 and for the year then ended. Please include this pro forma financial
information in your Registration Statement or explain to us why you are not required to do
so.
6.Please revise your prospectus to disclose the price that each selling securityholder paid for
the securities being registered for resale. Highlight any differences in the current trading
price, the prices that the respective selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and
warrants. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.
            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 Conlon Danberg at 202-551-4466 or Jessica Ansart at 202-551-4511 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

CORRESP
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CORRESP

 GigCapital5, Inc.

c/o DLA Piper LLP (US)

 555 Mission
Street, Suite 2400

 San Francisco, California 94105-2933

(415) 615-6095

February 5, 2024

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, NE

 Washington, DC 20549

Re:

 GigCapital5, Inc.

 Registration
Statement on Form S-4, as amended

 File No. 333-269760

Acceleration Request

 Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, GigCapital5, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at
4:00 p.m., Eastern Time, on Tuesday, February 6, 2024, or as soon thereafter as practicable.

 Please notify Jeffrey Selman, counsel to the Company,
at (415) 615-6095, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Dr. Raluca Dinu

Name: Dr. Raluca Dinu

Title: Chief Executive Officer and President

CORRESP
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CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 January 29, 2024

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 Conlon Danberg

Re:
 GigCapital5, Inc.

Amendment No. 7 Registration Statement on Form S-4

Filed January 17, 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 January 26, 2024, regarding the above-referenced filing (“Amendment
No. 7”).

 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. 8 to the Registration Statement on Form S-4 (“Amendment No. 8”) to reflect the
Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 7 if referring to the Staff’s comment, or to Amendment No. 8 if in the response.

Amendment No. 7 to Form S-4 filed on January 17, 2023

Net Tangible Assets Test, page 157

1.
 We note your revised disclosure that “although our Existing Charter provides that we will not redeem
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, pursuant to Proposal No. 3.B, we are seeking to adopt the Proposed Charter that would remove this provision, and if adopted, the Proposed Charter would
be in effect at the time of the Closing when any redemptions would occur in the event that maximum redemptions occur and the parties to the November 2023

 United States Securities and Exchange Commission

January 29, 2024

  Page
 2

Non-Redemption Agreements have not refrained from redeeming shares pursuant to the terms of those agreements.” Please confirm if you believe you
will not be required to comply with the net tangible asset provisions in your Current Charter in connection with the Business Combination if Charter Proposal B is approved prior to Closing. If so, please revise your Registration Statement to clearly
explain this change and to remove disclosure stating you will be bound by the net tangible asset requirement. For example, we note your disclosure on page 153 that “Unlike some other blank check companies, GigCapital5 is not subject to a
specified maximum redemption threshold, except that we will not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 after giving effect to the redemptions of any shares of GigCapital5 Common Stock by
the Public Stockholders, if any, the Stock Subscription Financing and the Yorkville Financing, including at the time either immediately prior to or upon the Closing.”

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 158 of Amendment No. 8.

 Unaudited Pro Forma Financial Statements, page 164

2.
 We note the revisions made in response to prior comment 2 and have the following comments:

•

 As presented on page 164, it appears that the assumptions in the first and third bullets as well as the
second and fourth bullets under the scenarios that address the November 2023 Non-Redemption Agreements are duplicative. Please ensure the four scenarios under the November 2023
Non-Redemption Agreements are appropriately described and discussed throughout the filing. In addition, discuss why similar scenarios assuming 50% and 75% redemptions are not necessary;

•

 Notes (C11) and (C12) as discussed on page 199 reference Scenario 5 and 8, respectively. We assume these
notes should reference Scenarios 11 and 12; and

•

 Notes (C10) and (C12) states “To reflect the redemption of all 2,114,978 shares of the GigCapital5
Common Stock ($22,874,096).” Please reconcile this statement to the (C10) and (C12) equity adjustments on page 181.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 71-72, 164, 199 and 216-217 of Amendment No. 8.

3.
 We note your response to prior comment 6. You stated in Note B(5) that “a holder of shares of QT
Imaging Common Stock was entitled to receive ....including 1,000,000 shares of GigCapital5 Common Stock.” On page 159, you stated that such holder is entitled to receive 1 million shares of Combined Company common stock. Please clarify
what shares will be issued to the holders upon the completion of the business combination.

 United States Securities and Exchange Commission

January 29, 2024

  Page
 3

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosure on page 196 of Amendment No. 8.

 *      *      *

 United States Securities and Exchange Commission

January 29, 2024

  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: Dr. Raluca Dinu

Enclosures

United States securities and exchange commission logo
January 26, 2024
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 7 to Registration Statement on Form S-4
Filed January 17, 2024
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 January 10, 2024 letter.
Amendment No.7 to Form S-4 filed on January 17, 2024
Net Tangible Assets Test, page 157
1.We note your revised disclosure that "although our Existing Charter provides that we will
not redeem Public Shares in an amount that would cause our net tangible assets to be less
than $5,000,001, pursuant to Proposal No. 3.B, we are seeking to adopt the Proposed
Charter that would remove this provision, and if adopted, the Proposed Charter would be
in effect at the time of the Closing when any redemptions would occur in the event that
maximum redemptions occur and the parties to the November 2023 Non-Redemption
Agreements have not refrained from redeeming shares pursuant to the terms of those
agreements." Please confirm if you believe you will not be required to comply with the net
tangible asset provisions in your Current Charter in connection with the Business
Combination if Charter Proposal B is approved prior to Closing. If so, please revise your
Registration Statement to clearly explain this change and to remove disclosure stating you

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 January 26, 2024 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
January 26, 2024
Page 2
will be bound by the net tangible asset requirement. For example, we note your disclosure
on page 153 that "Unlike some other blank check companies, GigCapital5 is not subject to
a specified maximum redemption threshold, except that we will not redeem Public Shares
in an amount that would cause our net tangible assets to be less than $5,000,001 after
giving effect to the redemptions of any shares of GigCapital5 Common Stock by the
Public Stockholders, if any, the Stock Subscription Financing and the Yorkville
Financing, including at the time either immediately prior to or upon the Closing."
Unaudited Pro Forma Financial Statements , page 164
2.We note the revisions made in response to prior comment 2 and have the following
comments:
•As presented on page 164, it appears that the assumptions in the first and third bullets
as well as the second and fourth bullets under the scenarios that address the
November 2023 Non-Redemption Agreements are duplicative. Please ensure the four
scenarios under the November 2023 Non-Redemption Agreements are appropriately
described and discussed throughout the filing. In addition, discuss why similar
scenarios assuming 50% and 75% redemptions are not necessary;
•Notes (C11) and (C12) as discussed on page 199 reference Scenario 5 and 8,
respectively. We assume these notes should reference Scenarios 11 and 12; and
•Notes (C10) and (C12) states "To reflect the redemption of all 2,114,978 shares of the
GigCapital5 Common Stock ($22,874,096)." Please reconcile this statement to the
(C10) and (C12) equity adjustments on page 181.
3.We note your response to prior comment 6. You stated in Note B(5) that "a holder of
shares of QT Imaging Common Stock was entitled to receive ....including 1,000,000
shares of GigCapital5 Common Stock." On page 159, you stated that such holder is
entitled to receive 1 million shares of Combined Company common stock. Please clarify
what shares will be issued to the holders upon the completion of the business combination.
            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.

CORRESP
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CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 January 16, 2024

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 Conlon Danberg

Re:
 GigCapital5, Inc.

Amendment No. 6 Registration Statement on Form S-4

Filed December 29, 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 January 10, 2024, regarding the above-referenced filing (“Amendment
No. 6”).

 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. 7 to the Registration Statement on Form S-4 (“Amendment No. 7”) to reflect the
Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 6 if referring to the Staff’s comment, or to Amendment No. 7 if in the response.

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.

 United States Securities and Exchange Commission

January 16, 2024

 Page 2

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosure on page 158 of Amendment No. 7.

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 S-X.

 RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 71-72, 75-78, 80, 163-164,
168-171, 179-181, 186-187, 192-202, 205-207, 210-212, 214 and 216-218 of Amendment
No. 7.

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.

 RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 15-19, 73-78, 165-171 and 203-214 of Amendment No. 7.

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.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 73-78 and 165-171 of Amendment No. 7.

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

 RESPONSE: The Company
acknowledges the Staff’s comment and has revised its disclosure on pages 188, 190, 192 and 202 of Amendment No. 7.

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.

 United States Securities and Exchange Commission

January 16, 2024

 Page 3

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosure on pages 196 and 197 of Amendment No. 7.

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.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 203-214 of Amendment No. 7.

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.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 194 and 195 of Amendment No. 7.

 *        *        *

 United States Securities and Exchange Commission

January 16, 2024

 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: Dr. Raluca Dinu

Enclosures

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.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

555 Mission St. #2400

 San Francisco, California 94105

www.dlapiper.com

 December 28, 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 Conlon Danberg

Re:
 GigCapital5, Inc.

Amendment No. 5 Registration Statement on Form S-4

Filed November 24, 2023

File No. 333-269760

Dear Mses. Wong, Baker and Park and Mr. Danberg:

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 December 15, 2023, regarding the above-referenced filing (“Amendment No. 5”).

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. 6 to the Registration Statement on Form S-4 (“Amendment No. 6”) to reflect the Staff’s requested disclosure edits. Unless otherwise
specified, all references to page numbers and captions correspond to Amendment No. 5 if referring to the Staff’s comment, or to Amendment No. 6 if in the response.

Amendment No. 5 to Form S-4 filed on November 24, 2023

Q: What equity stake will current GigCapital5 public stockholders, the Sponsor and former QT Imaging equityholders hold...?, page 13

1.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by investors at each of the redemption levels detailed in
your sensitivity analysis. For example, we refer to your disclosure on page 50 relating to the securities that QT Imaging will issue to Yorkville as consideration for the Pre-Paid Advance prior to the closing
of the business combination. With reference to the Stock Subscription Agreements, SEPA/Yorkville Financing, September and November Non-Redemption Agreements, and any other recent financings, please address the need to update these tables, including
the additional potential dilution section. Please also revise your disclosure, where appropriate, to include the definition of the “Pre-Advance Closing.”

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 14 – 15, 68 – 69, 179
– 180 of Amendment No. 6 to explain that former holders of QT Equity Securities will

 U.S. Securities and Exchange Commission

December 28, 2023

  Page
 2

include, among other things, the parties to the Stock Subscription Agreements, the September 2023 Non-Redemption Agreements and the December 2023 Non-Redemption Agreements, and Yorkville which will receive shares of QT Imaging Common Stock as consideration for the Pre-Paid Advance equal to that number of shares that
Yorkville as a stockholder of QT Imaging will receive pursuant to the Business Combination Agreement, including 1,000,000 shares of GigCapital5 Common Stock. In addition, on page 15, we added additional dilutive effect of the conversion of the
Yorkville Pre-Paid Advances and any additional shares of Combined Company Common Stock, which may be issued under the Yorkville SEPA. Furthermore, as the revised disclosure states, the parties to the November
2023 Non-Redemption Agreements are also parties to the Stock Subscription Agreements, and as such, they are only going to hold shares through one or the other of such agreements, and since the tables
contemplate them holding shares pursuant to the Stock Subscription Agreements, there are no shares included in the tables for the November Non-Redemption Agreements.

Unaudited Pro Forma Financial Statements , page 156

2.
 With reference to the Net Tangible Assets Test disclosed on page 147, we note that Scenario 4 and 8 have
net tangible assets less than $5,000,001. Please address the appropriateness of reflecting such scenarios.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 148 of Amendment No. 6.

3.
 We have the following comments on your calculations of net tangible assets on pages 147 and 148:

•

 We note that pro forma cash adjustment related to the Yorkville Financing as reflected in Note B5 and your
pro forma financial statements is $9,005,000. Please confirm that the associated transaction costs are reflected in the incremental transaction costs incurred line item. If not, please address the need to only reflect the $9,005,000 proceeds in your
calculation of net tangible assets; and

•

 With reference to the terms of the November 23, 2023 Non-Redemption Agreements, please address how you are reflecting the cash payment by GigCapital5 with cash from its trust account in a per share amount equal to the redemption price less $2.50 per share. Please also
confirm that your pro forma financial statements reflect these payments.

 RESPONSE: The Company
acknowledges the Staff’s comment and has revised its disclosure on pages 147 – 148 of Amendment No. 6 with respect to the first bullet point.

With respect to the second bullet point, as noted above in response to Comment 1, the parties to the November 2023 Non-Redemption Agreements are also parties to the Stock Subscription Agreements, and as such, they are only going to hold shares through one or the other of such agreements, and the subscribers under the Stock
Subscription Agreements may either make cash payments to purchase shares of QT Imaging Common Stock that are then exchanged into shares of Combined Company Common Stock upon the completion of the Business Combination or not redeem their shares of
GigCapital5 Common Stock in connection with the completion of the Business Combination, and as a result, keep $2.50 per share in funds in the trust account. Please see the revised disclosure on pages 13-15, 68-69, 154-155 and 179-180. 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.

4.
 With reference to your tabular presentation of the pro forma shares of the combined Company on pages 153
and 154, please address the following:

•

 Expand footnote 5 to clarify and explain how you determined the 693,675 shares related to the Conversion of
QT Imaging Convertible Notes;

•

 With reference to your disclosures on page 148, address the need to present the 1,200,000 share of combined
company stock will be issued in connection with the Stock Subscription Agreement; and

•

 With reference to the SEPA agreement, please address the need to include shares to be issued as
consideration for the pre-paid advance.

 U.S. Securities and Exchange Commission

December 28, 2023

  Page
 3

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosures on pages 154 – 155 of Amendment No. 6 with respect to the first bullet point.

 With respect to the second bullet
point, the Company has revised its disclosure on page 148 and also added footnote (1) on pages 14 – 15, 68 – 69, 172 – 173 and 179 – 180 of Amendment No. 6, which clarifies that the parties to the Stock Subscription
Agreement will be issued certain shares of QT Imaging Common Stock. Such shares of QT Imaging Common Stock upon completion of the Business Combination will be exchanged for the shares of the Combined Company Common Stock pursuant to the terms of the
Business Combination Agreement, and as such, 13,813,732 shares of the Combined Company Common Stock allocated to the former holders of QT Equity Securities are inclusive of the shares of the Combined Company Common Stock issuable to the subscribers
under the Stock Subscription Agreements.

 With respect to the third bullet point, the Company has revised its disclosure on page 15 of
Amendment No. 6 to show potential dilution from the conversion of the Yorkville pre-paid advance and the issuance of shares under any other Advances under the SEPA.

5.
 With regard to Notes B2 through B5, please ensure that your textual disclosures identify the balance
sheet line items impacted by the adjustment and provide sufficiently detailed information to clearly tie such information to actual pro forma adjustments that are reflected in the pro forma financial statements. In addition, ensure that each
adjustment in the pro forma financial statements are appropriately labeled, particularly adjustments B2, B4 and B5.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 172 – 173 of Amendment
No. 6.

6.
 We have the following comments regarding Notes B2, B3 and B4:

•

 With regard to Notes B2 and B3, expand your disclosures to quantify the proceeds received and discuss the
related conversion terms. Disclose the deemed price per share paid for the Combined Company shares to be issued at conversion;

•

 With regard to Note B4, please disclose the deemed conversion price per share for the Senior Secured
Convertible Notes and the per share subscription price for the Stock Subscription Agreements;

•

 It appears that the deemed conversion price and per share subscription price are substantially below the
redemption price. If so, this fact should be disclosed and discussed throughout the filing, including under risk factors, as these prices seem to indicate the redemption price exceeds the fair value of shares currently being issued. Address this
comment as it relates to the Senior Secured Convertible Notes discussed in Notes B2 and B3; and

•

 Address the need to include the impact, if any, of these new agreements on your presentation of Additional
Potential Dilution tables presented on page 14 as well as your other applicable prospectus disclosure.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 15 and 172 – 173 of Amendment
No. 6. In addition, with respect to the third bullet point, please also see the revised disclosure on pages 13, 16, 23, 43, 50, 119-120, 148, 242 and 361.

7.
 In the second paragraph of Note B4, you reference Early Investor Consideration Shares. Please explain the
nature of these shares, the context in which they were issued and their underlying accounting. Address the need to discuss these shares elsewhere in the filing as we see no other reference.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 172 of Amendment No. 6 to add a
definition “Early Investor Consideration Shares” and has added references to such term on pages 306 and 307.

 U.S. Securities and Exchange Commission

December 28, 2023

  Page
 4

8.
 With regard to Note B6, and with reference to the terms of the
non-redemption agreements, please expand your disclosures to indicate how you are accounting for the shares of QT Imaging Common stock that will be issued to the NRA stockholders. Tell us the authoritative
literature you are relying on.

 RESPONSE: The Company acknowledges the Staff’s comment and has
revised its disclosure on page 174 of Amendment No. 6.

9.
 For Notes C1, C2, C3 and C4, please quantify the amount of the cash settlement of the Working Capital
Notes and where such adjustment is included your pro forma balance sheet. In this regard, we do not see any associated adjustments to your cash and cash equivalents line item.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 174 of Amendment No. 6.

10.
 With reference to Note J3, we note that the fair value of the Merger Consideration Earnout shares
increased substantially from the amount presented in the prior amendment. With reference to the changed terms of the earnout agreement, your current revenues, projected revenues and the probability of obtaining regulatory including FDA clearances,
and probabilities of other Triggering Events related to the open angle scanner, please provide us details and expand your disclosures to provide the underlying assumptions to support your $49.9M earnout liability and the basis for such
recognition.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure
on page 176 of Amendment No. 6.

11.
 With reference to the terms of the Yorkville financing agreement, please explain how you are accounting
for, and presenting in your pro forma financial statements, the 1,000,000 share of QTH Holdings to be issued upon completion of the Business Combination. In this regard, you indicate the issuance is consideration for the Pre-Paid Advance.

 RESPONSE: The Company acknowledges the Staff’s
comment and has revised its disclosure on 14 – 15, 68 – 69, 179 – 180 of Amendment No. 6.

12.
 With regard to Note 3. Loss per share, please address the need revise this information for 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. For clarity, please consider presenting the related material pro forma shares
issued and pro forma potential shares separately for each transaction.

 RESPONSE: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 178 of Amendment No. 6.

13.
 On page F-68, you disclose that
(i) QT Imaging’s Working Capital Note was amended to increase the principal amount to $705,000 and (ii) QT Imaging entered into a Securities Purchase Agreement for a Bridge Loan
in the aggregate amount of $1 million. Please tell us how you reflected such transactions in the pro forma financial statements.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure in Note (J6) on page 158 and Note
(B4) on page 172 of Amendment No. 6.

14.
 With reference to the terms of the November 23, 2023 Non-Redemption Agreement, address the need to reflect the impact of this agreement in your pro forma financial statements.

 U.S. Securities and Exchange Commission

December 28, 2023

  Page
 5

 RESPONSE: The Company acknowledges the Staff’s comment and as noted above in
response to Comment 1, the parties to the November 2023 Non-Redemption Agreements are also parties to the Stock Subscription Agreements, and as such, they are only going to hold shares through one or the other
of such agreements, and the subscribers under the Stock Subscription Agreements may either make cash payments to purchase shares of QT Imaging Common Stock that are then exchanged into shares of Combined Company Common Stock upon the completion of
the Business Combination or not redeem their shares of GigCapital5 Common Stock in connection with the completion of the Business Combination, and as a result, keep $2.50 per share in funds in the trust account. Please see the revised disclosure on
pages 13-15, 68-69, 154-155 and 179-180. 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.

QT Imaging Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of the nine months ended September 30, 2023 and 2022, page 308

15.
 You indicate that revenue decreased by $671,490 to $35,404 for the nine months ended
September 30, 2023 from $706,894 for the nine months ended September 30, 2022. The decrease in revenue was primarily attributable to the sale of two

United States securities and exchange commission logo
December 15, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed November 24, 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 June 5, 2023 letter.
Amendment No.5 to Form S-4 filed on November 24, 2023
Q: What equity stake will current GigCapital5 public stockholders, the Sponsor and former QT
Imaging equityholders hold...?, page 13
1.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by investors at each of the redemption levels detailed
in your sensitivity analysis. For example, we refer to your disclosure on page 50 relating
to the securities that QT Imaging will issue to Yorkville as consideration for the Pre-Paid
Advance prior to the closing of the business combination. With reference to the Stock
Subscription Agreements, SEPA/Yorkville Financing, September and November Non-
Redemption Agreements, and any other recent financings, please address the need to
update these tables, including the additional potential dilution section. Please also revise

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 December 15, 2023 Page 2
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
December 15, 2023
Page 2
your disclosure, where appropriate, to include the definition of the “Pre-Advance
Closing.”
Unaudited Pro Forma Financial Statements , page 156
2.With reference to the Net Tangible Assets Test disclosed on page 147, we note that
Scenario 4 and 8 have net tangible assets less than $5,000,001. Please address the
appropriateness of reflecting such scenarios.
3.We have the following comments on your calculations of net tangible assets on pages 147
and 148:
•We note that pro forma cash adjustment related to the Yorkville Financing
as reflected in Note B5 and your pro forma financial statements is $9,005,000. Please
confirm that the associated transaction costs are reflected in the incremental
transaction costs incurred line item. If not, please address the need to only reflect the
$9,005,000 proceeds in your calculation of net tangible assets; and
•With reference to the terms of the November 23, 2023 Non-Redemption Agreements,
please address how you are reflecting the cash payment by GigCapital5 with cash
from its trust account in a per share amount equal to the redemption price less $2.50
per share. Please also confirm that your pro forma financial statements reflect these
payments.
4.With reference to your tabular presentation of the pro forma shares of the combined
Company on pages 153 and 154, please address the following:
•Expand footnote 5 to clarify and explain how you determined the 693,675 shares
related to the Conversion of QT Imaging Convertible Notes;
•With reference to your disclosures on page 148, address the need to
present the 1,200,000 share of combined company stock will be issued in connection
with the Stock Subscription Agreement; and
•With reference to the SEPA agreement, please address the need to include shares to
be issued as consideration for the pre-paid advance.
5.With regard to Notes B2 through B5, please ensure that your textual disclosures identify
the balance sheet line items impacted by the adjustment and provide sufficiently detailed
information to clearly tie such information to actual pro forma adjustments that are
reflected in the pro forma financial statements. In addition, ensure that each adjustment in
the pro forma financial statements are appropriately labeled, particularly adjustments B2,
B4 and B5.
6.We have the following comments regarding Notes B2, B3 and B4:
•With regard to Notes B2 and B3, expand your disclosures to quantify the proceeds
received and discuss the related conversion terms. Disclose the deemed price per
share paid for the Combined Company shares to be issued at conversion;
•With regard to Note B4, please disclose the deemed conversion price per share for the
Senior Secured Convertible Notes and the per share subscription price for the Stock
Subscription Agreements;

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 December 15, 2023 Page 3
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
December 15, 2023
Page 3
•It appears that the deemed conversion price and per share subscription price are
substantially below the redemption price. If so, this fact should be disclosed and
discussed throughout the filing, including under risk factors, as these prices seem
to indicate the redemption price exceeds the fair value of shares currently being
issued. Address this comment as it relates to the Senior Secured Convertible Notes
discussed in Notes B2 and B3; and
•Address the need to include the impact, if any, of these new agreements on your
presentation of Additional Potential Dilution tables presented on page 14 as well as
your other applicable prospectus disclosure.
7.In the second paragraph of Note B4, you reference Early Investor Consideration
Shares. Please explain the nature of these shares, the context in which they were issued
and their underlying accounting. Address the need to discuss these shares elsewhere in the
filing as we see no other reference.
8.With regard to Note B6, and with reference to the terms of the non-redemption
agreements, please expand your disclosures to indicate how you are accounting for the
shares of QT Imaging Common stock that will be issued to the NRA stockholders. Tell us
the authoritative literature you are relying on.
9.For Notes C1, C2, C3 and C4, please quantify the amount of the cash settlement of the
Working Capital Notes and where such adjustment is included your pro forma balance
sheet. In this regard, we do not see any associated adjustments to your cash and cash
equivalents line item.
10.With reference to Note J3, we note that the fair value of the Merger Consideration Earnout
shares increased substantially from the amount presented in the prior amendment. With
reference to the changed terms of the earnout agreement, your current revenues, projected
revenues and the probability of obtaining regulatory including FDA clearances, and
probabilities of other Triggering Events related to the open angle scanner, please provide
us details and expand your disclosures to provide the underlying assumptions to support
your $49.9M earnout liability and the basis for such recognition.
11.With reference to the terms of the Yorkville financing agreement, please explain how you
are accounting for, and presenting in your pro forma financial statements, the 1,000,000
share of QTH Holdings to be issued upon completion of the Business Combination. In this
regard, you indicate the issuance is consideration for the Pre-Paid Advance.
12.With regard to Note 3. Loss per share, please address the need revise this information for
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. For clarity, please consider presenting the
related material pro forma shares issued and pro forma potential shares separately for each
transaction.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 December 15, 2023 Page 4
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
December 15, 2023
Page 4
13.On page F-68, you disclose that (i) QT Imaging's Working Capital Note was amended to
increase the principal amount to $705,000 and (ii) QT Imaging entered into a Securities
Purchase Agreement for a Bridge Loan in the aggregate amount of $1 million. Please tell
us how you reflected such transactions in the pro forma financial statements.
14.With reference to the terms of the November 23, 2023 Non-Redemption Agreement,
address the need to reflect the impact of this agreement in your pro forma financial
statements.
QT Imaging Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the nine months ended September 30, 2023 and 2022, page 308
15.You indicate that revenue decreased by $671,490 to $35,404 for the nine months ended
September 30, 2023 from $706,894 for the nine months ended September 30, 2022. The
decrease in revenue was primarily attributable to the sale of two QT Breast Scanners in
2022 as compared with no scanners sold in 2023. Please expand your disclosures to fully
address why no scanners were sold in 2023.
Background of the Business Combination, page 363
16.We note your disclosure on page 374 that GigCapital5 and QT Imaging met with potential
financing sources that could provide access to capital for the combined company in June
2023 and entered into a non-binding term sheet with Yorkville on July 27, 2023. Please
expand your disclosure to clarify who selected the potential financing sources and disclose
whether the investor has a relationship with the GigCapital5, the Sponsor, QT Imaging or
their affiliates. Please also disclose the material terms and the evolution of the negotiation
of such key terms in the term sheet and standby equity purchase agreement.
            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.

United States securities and exchange commission logo
December 8, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amended Preliminary Proxy Statement on Schedule 14A
Filed December 8, 2023
File No. 001-40839
Dear Raluca Dinu:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

United States securities and exchange commission logo
June 16, 2023
Dr. Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Road., Suite 200
Palo Alto, California 94303
Re:GigCapital5, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Filed No. 001-40839
Dear Dr. Raluca Dinu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 June 14, 2023

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Industrial Applications and Services

100 F Street, NE

 Washington, D.C. 20549

Attention: Christie Wong and Jeanne Baker

 Re: GigCapital5,
Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

Filed March 31, 2023

 Form 10-Q for the Fiscal Quarter Ended March 31, 2023

 Filed May 15, 2023

File No. 001-40839

CIK No. 0001844505

 Dear Ms. Wong and Ms.
Baker:

 Set forth below is a response to the comments that were provided by the Commission’s staff to our client, GigCapital5, Inc.
(“GigCapital5” or the “Company”), by your letter dated June 8, 2023 (the “Comment Letter”), regarding the above-referenced filings.

The text of the comment in the Comment Letter is included in the Company’s response for your reference.

In addition to the response to the Commission’s comments, concurrently with the filing of this letter, GigCapital5 has filed Amendment No. 1 to its
Annual Report on Form 10-K for the year ended December 31, 2022 and Amendment No. 2 to its Quarterly Report on Form 10-Q for the period ended March 31,
2023.

 Comment 1. We note that the certifications provided do not include paragraph 4(b) and the introductory language in paragraph 4 referring
to internal control over financial even though the transition period that allows for these omissions ended. Please amend the filing to provide revised certifications that include the required wording. You may file an abbreviated
amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a)and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for the period ended March 31, 2023.

Response: The Company respectfully acknowledges the Staff’s comment and concurrently with the filing of this letter, will file an abbreviated amendment
to each of its Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the period ended March 31, 2023 to
include in the certifications provided in Exhibits 31.1 and 31.2 paragraph 4(b) and the introductory language in paragraph 4 referring to establishing and maintaining internal control over financial reporting of the Company.

*                *
         *

 The Company and its management acknowledge they are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, 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 Selman

Jeffrey Selman

cc:
 Raluca Dinu

Brad Weightman

 Enclosure

United States securities and exchange commission logo
June 8, 2023
Dr. Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Road., Suite 200
Palo Alto, California 94303
Re:GigCapital5, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Filed No. 001-40839
Dear Dr. Raluca Dinu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 15. Exhibits, Financial Statement Schedules
Exhibit 31.1 and 31.2, page 119
1.We note that the certifications provided do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial even
though the transition period that allows for these omissions ended. Please amend the filing
to provide revised certifications that include the required wording. You may file an
abbreviated amendment that is limited to the cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a)
and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for
the period ended March 31, 2023.

 FirstName LastNameDr. Raluca Dinu
 Comapany NameGigCapital5, Inc.
 June 8, 2023 Page 2
 FirstName LastName
Dr. Raluca Dinu
GigCapital5, Inc.
June 8, 2023
Page 2
            In closing, 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.
            You may contact Christie Wong at (202) 551-3684 or Jeanne Baker, Senior Accountant,
at (202) 551-3691 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

555 Mission St. #2400

 San Francisco, California 94105

www.dlapiper.com

 June 7, 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.

Amendment No. 3 Registration Statement on Form S-4

Filed May 22, 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 June 5, 2023, regarding the above-referenced filing (“Amendment
No. 3”).

 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. 4 to the Registration Statement on Form S-4 (“Amendment No. 4”) to reflect the
Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 3 if referring to the Staff’s comment, or to Amendment No. 4 if in the response.

Amendment No. 3 to Form S-4 filed on May 22, 2023

The QT Scanner, page 243

1.
 We note you have revised your disclosure in response to previous comment 3 to include brief descriptions
of 17 studies. Please expand on the descriptions of these studies. Please ensure the descriptions state the number of participants, applicable endpoints, the occurrence of any serious adverse events and their statistical significance.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 244-249
of Amendment No. 4.

*
*                *

 United States Securities and Exchange Commission

June 7, 2023

 Page 2

 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:
 Dr. Raluca Dinu

Enclosures

United States securities and exchange commission logo
June 5, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 22, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 4, 2023 letter.
Amendment No. 3 to Registration Statement Form S-4
The QT Scanner, page 243
1.We note you have revised your disclosure in response to previous comment 3 to include
brief descriptions of 17 studies. Please expand on the descriptions of these studies. Please
ensure the descriptions state the number of participants, applicable endpoints, the
occurrence of any serious adverse events and their statistical significance.
            You may 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.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 June 5, 2023 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
June 5, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

www.dlapiper.com

 May 22, 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.

Amendment No. 2 Registration Statement on Form S-4

Filed April 26, 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 May 4, 2023, regarding the above-referenced filing (“Amendment
No. 2”).

 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. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”) to reflect the
Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 2 if referring to the Staff’s comment, or to Amendment No. 3 if in the response.

Amendment No. 2 to Form S-4 filed on April 26, 2023

Unaudited Pro Forma Condensed Combined Financial Statements, page 135

1.
 With reference to the Net Tangible Assets Test disclosed on page
A-73, please disclose your pro forma net tangible assets under each of your four scenarios. If any scenario results in less than $5,000,001 net tangible assets, please explain the appropriateness of reflecting
such scenario(s).

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its
disclosure on page 138 of Amendment No. 3.

 United States Securities and Exchange Commission

May 22, 2023

  Page
 2

 Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 153

2.
 We note your response to comment 8 which indicated the exercise price of the warrants are $4 and $4.25.
Please reconcile $1,951,998 of cash received to the shares issued from exercise of QT imaging warrants on page 141.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on page 159 of Amendment No. 3.

3.
 Adjustment J3 reflects a $90 million earnout liability. With reference
to the terms of the earnout provision and the underlying assumptions you relied on, please expand your disclosures to explain how you determined the $90 million fair value.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 160-161 of Amendment No. 3.

 The QT Breast Scanner, page 230

4.
 We note your revisions in response to our prior comment 9 and reissue in part. We note that you reference
“clinical studies” in this section, but the only clinical study you identify is the ACCRUE study. Please clarify whether you have conducted any other clinical studies related to your QT scan and provide a description of each additional
clinical study. Please also provide more detail about the ACCRUE study, including its purpose and scope, the study design, the amount of participants, the primary and secondary endpoints, whether it was powered to show statistical
significance

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure
on pages 242-246 of Amendment No. 3.

 Background of the Business Combination, page 325

5.
 We note your response to our prior comment 11 and reissue the comment. Please substantially expand your
disclosure of each of the nine potential business combination targets that the GigCapital5 management team and/or GigManagement considered. For example, without limitation, disclose for each of the nine potential targets the industry of the
target’s business, proposed valuations, who identified the target, who participated in negotiations with the target, when the target was identified and who initiated discussions with the target. To the extent that any preliminary negotiations
occurred or preliminary proposals were submitted for any of the nine potential targets, please disclose all material proposal terms, including the subject and nature of any preliminary negotiations and any terms related transaction structure,
valuation, and equity split distribution. We note, for example, your statement that discussions for some targets were terminated because “the parties were either unable to agree upon potential terms for a transaction, [or] GigCapital5 decided
to move away from the process due to further information collected.” Please elaborate. Additionally, please disclose for each of the nine potential targets when discussions ended and the specific reasons why GigCapital5 did not continue to
pursue a business combination with the target.

 RESPONSE: The Company acknowledges the Staff’s
comment and has revised its disclosure on pages 338-339 of Amendment No. 3.

 United States Securities and Exchange Commission

May 22, 2023

  Page
 3

6.
 We note your revisions in response to our prior comment 12 and reissue in part. We note your statement
that the proposed valuation of $151 million took into account “the state of valuations of both private and public companies throughout 2022, and in particular in the second half of the year which saw a decrease
in valuation from the period considered in the comparable company analysis.” Please revise to disclose the underlying assumptions of the state of valuation of both private and public companies and the decrease in valuations during the second
half of the year, and how the Board considered those factors when evaluating the $151 million valuation.

RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 349-350 of Amendment No. 3.

 Exhibits 23.1 and 23.2, page II-4

7.
 Please update the consents to refer to the currently filed amendment number.

 RESPONSE: The Company acknowledges the Staff’s comment and has updated the consents to reference Amendment
No. 3.

*            *
 *

 United States Securities and Exchange Commission

May 22, 2023

  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: Dr. Raluca Dinu

Enclosures

United States securities and exchange commission logo
May 4, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 27, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 21, 2023 letter.
Amendment No. 2 to Registration Statement Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements, page 135
1.With reference to the Net Tangible Assets Test disclosed on page A-73, please disclose
your pro forma net tangible assets under each of your four scenarios.  If any scenario
results in less than $5,000,001 net tangible assets, please explain the appropriateness of
reflecting such scenario(s).
Notes to Unaudited Pro Forma Condensed Combined Financial Statements , page 153
2.We note your response to comment 8 which indicated the exercise price of the warrants
are $4 and $4.25. Please reconcile $1,951,998 of cash received to the shares issued from
exercise of QT imaging warrants on page 141.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 May 4, 2023 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
May 4, 2023
Page 2
3.Adjustment J3 reflects a $90 million earnout liability.  With reference to the terms of the
earnout provision and the underlying assumptions you relied on, please expand your
disclosures to explain how you determined the $90 million fair value.
The QT Scanner, page 230
4.We note your revisions in response to our prior comment 9 and reissue in part. We note
that you reference "clinical studies" in this section, but the only clinical study you identify
is the ACCRUE study. Please clarify whether you have conducted any other clinical
studies related to your QT scan and provide a description of each additional clinical study.
Please also provide more detail about the ACCRUE study, including its purpose and
scope, the study design, the amount of participants, the primary and secondary endpoints,
whether it was powered to show statistical significance
Background of the Business Combination, page 325
5.We note your response to our prior comment 11 and reissue the comment. Please
substantially expand your disclosure of each of the nine potential business combination
targets that the GigCapital5 management team and/or GigManagement considered. For
example, without limitation, disclose for each of the nine potential targets the industry of
the target's business, proposed valuations, who identified the target, who participated in
negotiations with the target, when the target was identified and who initiated discussions
with the target. To the extent that any preliminary negotiations occurred or preliminary
proposals were submitted for any of the nine potential targets, please disclose all material
proposal terms, including  the subject and nature of any preliminary negotiations and any
terms related transaction structure, valuation, and equity split distribution. We note, for
example, your statement that discussions for some targets were terminated because "the
parties were either unable to agree upon potential terms for a transaction, [or] GigCapital5
decided to move away from the process due to further information collected." Please
elaborate. Additionally, please disclose for each of the nine potential targets when
discussions ended and the specific reasons why GigCapital5 did not continue to pursue a
business combination with the target.

6.We note your revisions in response to our prior comment 12 and reissue in part. We note
your statement that the proposed valuation of $151 million took into account "the state of
valuations of both private and public companies throughout 2022, and in particular in the
second half of the year which saw a decrease in valuation from the period considered in
the comparable company analysis." Please revise to disclose the underlying assumptions
of the state of valuations of both private and public companies and the decrease in
valuations during the second half of the year, and how the Board considered those factors
when evaluating the $151 million valuation.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 May 4, 2023 Page 3
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
May 4, 2023
Page 3
Exhibits 23.1 and 23.2, page II-4
7.Please update the consents to refer to the currently filed amendment number.
            You may 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 Jordan Nimitz at 202-551-5831 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

CORRESP
1
filename1.htm

CORRESP

                                      DLA Piper
LLP (US)

                                      555 Mission St.
#2400

                                      San
Francisco, California 94105

www.dlapiper.com

 April 26, 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.

 Amendment No. 1 Registration Statement on Form S-4

 Filed April 13, 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 April 21, 2023, regarding the above-referenced filing (“Amendment
No. 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, GigCapital5 will file Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”) to reflect the
Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 1 if referring to the Staff’s comment, or to Amendment No. 2 if in the response.

Amendment No. 1 Form S-4 filed on April 13, 2023

Description of the Merger, page 135

1.
 With reference to the specific guidance within ASC 815, please expand your disclosures identify the terms
of the Earnout Shares that cause them to be classified as a liability. In addition, with reference to the specific guidance you relied on, disclose why you have not reflected a pro forma adjustment related to the recognition of these shares.

 RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure
on page 137 of Amendment No. 2.

 United States Securities and Exchange Commission

April 26, 2023

  Page
 2

 Other related events in
Connection with the Merger, page 138

2.
 Your response to comment 20 indicates that although no marketing or sales of securities for the PIPE
Investment has yet occurred, it is the intent of the Company for such marketing and sales to occur prior to the effectiveness of the Registration Statement. You also indicate that the only result that could satisfy the conditions to the Closing of
the Business Combination is one in which there is a PIPE Investment. Please expand your disclosures herein to provide this information.

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 138 of
Amendment No. 2.

 Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 153

3.
 We note your expanded disclosures provided in response to comment 17. As previously requested, please
provide your calculation of the Aggregate Closing Merger Consideration Value.

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 136 of
Amendment No. 2.

4.
 Please include the dilutive Earnout Shares in the table presented on page 158.

 RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure
on page 158 of Amendment No. 2.

5.
 Note (J1) references 586,792 shares for the conversion of certain QT Imaging Convertible Notes including
interest payable. Please reconcile this disclosure to the your table presented on page 140 and 141, which indicated total shares issued were 300,920 upon the conversion of QT Imaging Convertible Notes. Please expand your disclosures to address this
apparent inconsistency. In this regard, we assume that the 586,792 shares include the 242,308 shares issued in connection with the QT Imaging bridge financing. Ensure the tables on pages 140 and 141 also include the shares issued for the interest
payable and that the related footnotes appropriately refer to each the convertible notes, bridge financing and interest payable.

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 155 of
Amendment No. 2.

6.
 On page F-23, you indicated that the Extension Note and the
Working Capital Note were amended subsequent to year end, and the principal amount was increased to $1,060,000 and $805,000, respectively. Please expand your pro forma financial information to reflect these amendments and address the various
scenarios related to the conversion/repayment of these subsequently issued notes and any possible additional notes.

 United States Securities and Exchange Commission

April 26, 2023

  Page
 3

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on pages 141,
143-148, 152 and 153 of Amendment No. 2.

7.
 Your response to comment 24 indicates neither the QT Imaging Options nor the QT Imaging Warrants are
being exchanged for shares of GigCapital5 Common Stock. However, we note your disclosure in your Dear Stockholder Letter and elsewhere that “...each issued and outstanding share of the common stock of QT...including shares issued upon the
exercise or conversion of options to purchase shares of QT Imaging Common Stock that are outstanding as of immediately prior to the Effective Time... [and] warrants of QT Imaging to purchase QT Imaging Common Stock....will be automatically cancelled
and converted into (A) the right to receive a number of shares (the “Per Share Merger Consideration”) of common stock...” Please address this apparent inconsistency.

RESPONSE:    The Company acknowledges the Staff’s comment and respectfully responds that the statements that
have been made which are referenced by the Staff are consistent. In the Dear Stockholder Letter and elsewhere in the Registration Statement on Form S-4, the Company has disclosed that the terms of the Business
Combination Agreement provide that all shares of QT Imaging Common Stock that exist prior to the Closing of the proposed Business Combination, including such shares of QT Imaging Common Stock that will have resulted from the exercise of QT Imaging
Options or QT Imaging Warrants, will be cancelled and converted into (a) the right to receive a number of shares of GigCapital5 Common Stock and (b) a contingent right to receive Merger Consideration Earnout Shares. This is recitation of
the terms of the Business Combination Agreement. As the Company has separately stated on page 155 of Amendment No. 1 and in the Company’s response to prior comment 24, both the QT Imaging Options and the QT Imaging Warrants, other than the
In-The-Money Company Warrants, are not expected to be exercised but are instead expected to be cancelled due to such securities being out-of-the-money. Because such securities are not expected to be exercised by the holders of such securities prior to Closing of the proposed Business Combination, they
will not become shares of QT Imaging Common Stock that exist prior to the Closing of the Business Combination, and, by the terms of the Business Combination Agreement, will not become shares of GigCapital5 Common Stock and a contingent right to
receive Merger Consideration Earnout Shares, and will instead be cancelled. For this reason, the Company stated in its response to prior comment 24 that, other than with respect to the
In-the-Money Company Warrants, “neither the QT Imaging Options nor the QT Imaging Warrants are being exchanged for shares of GigCapital5 Common Stock.”

8.
 We note your response to comment 25 which indicates that the In-the-Money Company Warrants were defined by Business Combination Agreement to be the QT Imaging Warrants issued in the bridge financing and a specific list of QT Imaging Warrants set forth on the disclosure
schedules to the Business Combination Agreement. Please disclose the exercise price(s) of these warrants and clarify whether their terms were modified. If so, (i) discuss the accounting implication of such
modification and (ii) reflect any necessary pro forma adjustments related to the modification. Reference the authoritative literature you relied on.

 United States Securities and Exchange Commission

April 26, 2023

  Page
 4

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 154 of
Amendment No. 2.

 The QT Breast Scanner, page 232

9.
 We note your revised disclosure on page 235 in response to prior comment 35 that the clinical studies
were conducted in accordance with the provisions of the International Conference on Harmonization Guidelines for Good Clinical Practice and the Declaration of Helsinki. Please revise to include disclosure of the scope, size and design of the
clinical studies and whether the studies were powered to show statistical significance, as applicable

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 235 of
Amendment No. 2.

 QT Imaging Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 275

10.
 To the extent material, please quantify the impact of each referenced underlying reason which caused an
increase in research and development and general and administrative expenses for the year ended December 31, 2022 as compared to December 31, 2021.

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on pages 275 and
276 of Amendment No. 2.

 Background of the Business Combination, page 325

11.
 We note your response to prior comment 41, which we reissue in part. You disclose that only one of the
ten prospective business combination targets resulted in an executed term sheet. Please expand your disclosure of the nine potential business combination targets the GigCapital5 Board considered and discuss the Board’s analysis in reaching its
conclusion not to pursue such targets.

 RESPONSE:    The Company acknowledges the
Staff’s comment and respectfully notes that the disclosure that the Company made on pages 327 and 328 of Amendment No. 1 stated the actions undertaken by the GigCapital5 management team, or its management company, GigManagement, and that
there has been no disclosure that the GigCapital5 Board, as opposed to the GigCapital5 management team or GigManagement, considered the other prospective business combination targets or reached a conclusion not to pursue such targets. However, the
Company has revised its disclosure on page 328 of Amendment No. 2 to state why the Company did not pursue a potential business combination with the nine other potential business combination targets.

 United States Securities and Exchange Commission

April 26, 2023

  Page
 5

12.
 We note your response to prior comment 43, which we reissue in part. Please expand your disclosure of the
ten publicly traded companies that were selected with the assistance of Northland Securities. Revise to expand your discussion of the analysis presented to the Board and underlying assumptions of such comparable public company valuations.

 RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure
on pages 333, 337 and 338 of Amendment No. 2 to clarify that there were no underlying assumptions regarding the ten publicly traded companies other than that the companies satisfied the stated criteria, and that the information with respect to
these companies provided to the GigCapital5 Board was a report of the specified information disclosed.

 General

13.
 Please describe what relationship existed between Wells Fargo and GigCapital5 after the close of the IPO,
including any financial or merger-related advisory services conducted by Wells Fargo. For example, clarify whether Wells Fargo had any role in the identification or evaluation of business combination targets.

RESPONSE:    The Company acknowledges the Staff’s comment and has revised its disclosure on page 113 of
Amendment No. 2.

14.
 Please tell us whether you are aware of any disagreements with Wells Fargo regarding the disclosure in
your registration statement.

 RESPONSE:    The Company acknowledges the Staff’s
comment and respectfully responds that it is unaware of any disagreements with Wells Fargo regarding the disclosure in the Registration Statement on Form S-4, as amended.

15.
 We note your disclosure on page 113 that Wells Fargo did not provide a reason for the fee waiver and that
you did not engage in any dialogue with them regarding the waiver. If there was no dialogue and you did not seek out the reasons why Wells Fargo was waiving deferred fees, despite already completing their services, please indicate so in your
registration statement.

 RESPONSE:    The Company acknowledges the Staff’s
comment and has revised its disclosure on page 113 of Amendment No. 2.

*                    *
                 *

 United States Securities and Exchange Commission

April 26, 2023

  Page
 6

 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:
Dr. Raluca Dinu

 Enclosures

United States securities and exchange commission logo
April 21, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 13, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 14, 2023 letter.
Amendment No.1 to Registration Statement Form S-4
Description of the Merger, page 135
1.With reference to the specific guidance within ASC 815, please expand your disclosures
identify the terms of the Earnout Shares that cause them to be classified as a liability.  In
addition, with reference to the specific guidance you relied on,  disclose why you have not
reflected a pro forma adjustment related to the recognition of these shares.
Other related events in Connection with the Merger, page 138
2.Your response to comment 20 indicates that although no marketing or sales of securities
for the PIPE Investment has yet occurred, it is the intent of the Company for such
marketing and sales to occur prior to the effectiveness of the Registration Statement.  You

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 April 21, 2023 Page 2
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
April 21, 2023
Page 2
also indicate that the only result that could satisfy the conditions to the Closing of the
Business Combination is one in which there is a PIPE Investment.  Please expand your
disclosures herein to provide this information.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 153
3.We note your expanded disclosures provided in response to comment 17.  As previously
requested, please provide your calculation of the Aggregate Closing Merger Consideration
Value.
4.Please include the dilutive Earnout Shares in the table presented on page 158.
5.Note (J1) references 586,792 shares for the conversion of certain QT Imaging Convertible
Notes including interest payable.  Please reconcile this disclosure to the your table
presented on page 140 and 141, which indicated total shares issued were 300,920 upon the
conversion of QT Imaging Convertible Notes.  Please expand your disclosures to address
this apparent inconsistency.   In this regard, we assume that the 586,792 shares include the
242,308 shares issued in connection with the QT Imaging bridge financing.  Ensure the
tables on pages 140 and 141 also include the shares issued for the interest payable and that
the related footnotes appropriately refer to each the convertible notes, bridge financing
and interest payable.
6.On page F-23, you indicated that the Extension Note and the Working Capital Note were
amended subsequent to year end, and the principal amount was increased to $1,060,000
and $805,000, respectively.  Please expand your pro forma financial information to reflect
these amendments and address the various scenarios related to the conversion/repayment
of these subsequently issued notes and any possible additional notes.
7.Your response to comment 24 indicates neither the QT Imaging Options nor the QT
Imaging Warrants are being exchanged for shares of GigCapital5 Common Stock.
However, we note your disclosure in your Dear Stockholder Letter and elsewhere that
"...each issued and outstanding share of the common stock of QT...including shares issued
upon the exercise or conversion of options to purchase shares of QT Imaging Common
Stock that are outstanding as of immediately prior to the Effective Time... [and] warrants
of QT Imaging to purchase QT Imaging Common Stock....will be automatically cancelled
and converted into (A) the right to receive a number of shares (the “Per Share Merger
Consideration”) of common stock..."  Please address this apparent inconsistency.
8.We note your response to comment 25 which indicates that the In-the-Money Company
Warrants were defined by Business Combination Agreement to be the QT Imaging
Warrants issued in the bridge financing and a specific list of QT Imaging Warrants set
forth on the disclosure schedules to the Business Combination Agreement.  Please
disclose the exercise price(s) of these warrants and clarify whether their terms were
modified.  If so, (i) discuss the accounting implication of such modification and (ii) reflect
any necessary pro forma adjustments related to the modification. Reference the
authoritative literature you relied on.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 April 21, 2023 Page 3
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
April 21, 2023
Page 3
The QT Breast Scanner, page 232
9.We note your revised disclosure on page 235 in response to prior comment 35 that the
clinical studies were conducted in accordance with the provisions of the Internationa
Conference on Harmonization Guidelines for Good Clinical Practice and the Declaration
of Helsinki.  Please revise to include disclosure of the scope, size and design of the
clinical studies and whether the studies were powered to show statistical significance, as
applicable.
QT Imaging Management's Discussion and Analysis of Financial Condition and Results of
Operations , page 275
10.To the extent material, please quantify the impact of each referenced underlying reason
which caused an increase in  research and development and general and administrative
expenses for the year ended December 31, 2022 as compared to December 31, 2021.
Background of the Business Combination, page 325
11.We note your response to prior comment 41, which we reissue in part.  You disclose that
only one of the ten prospective business combination targets resulted in an executed term
sheet. Please expand your disclosure of the nine potential business combination targets the
GigCapital5 Board considered and discuss the Board’s analysis in reaching its conclusion
not to pursue such targets.
12.We note your response to prior comment 43, which we reissue in part.  Please expand
your disclosure of the ten publicly traded companies that were selected with the assistance
of Northland Securities.  Revise to expand your discussion of the analysis presented to the
Board and underlying assumptions of such comparable public company valuations.
General
13.Please describe what relationship existed between Wells Fargo and GigCapital5 after the
close of the IPO, including any financial or merger-related advisory services conducted by
Wells Fargo.  For example, clarify whether Wells Fargo had any role in the identification
or evaluation of business combination targets.
14.Please tell us whether you are aware of any disagreements with Wells Fargo regarding the
disclosure in your registration statement.
15.We note your disclosure on page 113 that Wells Fargo did not provide a reason for the fee
waiver and that you did not engage in any dialogue with them regarding the waiver.  If
there was no dialogue and you did not seek out the reasons why Wells Fargo was waiving
deferred fees, despite already completing their services, please indicate so in your
registration statement.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 April 21, 2023 Page 4
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
April 21, 2023
Page 4
             You may 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 Jane Park at (202) 551-7439 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

CORRESP
1
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

© 2023 Wells Fargo & Compan y. All rights reserved.
Consider whether the engaging entity is sufficiently creditworthy on its own to support the indemnity and other obligations in the Agreement.  In particular, if the client is a majority-
owned subsidiary of another company, or is controlled by a majority shareholder, consider obtaining a guarantee from the parent  entity or majority shareholder.
Add bracketed language if there is an additional placement agent for the Transaction. Corporate & Investment Banking
Equity Capital Markets 500 West 33rd Street New York, New York 10001
Strictly Confidential
 March 20, 2023  VIA Email : Countrymanv@sec.gov
 Vanessa Countryman
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549  Attention: Vanessa Countryman
Secretary of the SEC
 Re: Registration Statement on Form S-4 (Registration No. 333-269760)
 To whom it may concern:  We write regarding the above-referenced registration statement (the “Registration Statement”) of GigCapital5,
Inc. (“GigCapital5”) concerning a proposed business comb ination (the “Transaction”) between GigCapital5 and QT
Imaging, Inc. (“QT Imaging”). As of the date of this letter, the Registration Statement has not yet been declared
effective.  This letter is to advise you that, effectiv e as of March 20, 2023, our firm has wa ived its entitlemen t to the payment
of the deferred underwriting di scount in connection with our role as underwriter for GigCapital5, as described in
the underwriting agreement, dated September 23, 2021, by and among GigCapital5, Wells Fargo Securities, LLC
and William Blair & Company, L.L.C. We further confirm that, although our firm does not have any role with respect
to the Transaction, for the avoidance of doubt, our firm has resigned from, or ceased or refused to act in, every office, capacity, and relationship with respect to the Transaction that may be described in the Registration
Statement or otherwise.
We further advise you that neither our firm, any person who controls it (within the meaning of either Section 15 of
the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the Registration Statement.    II

GigCapital5, Inc.
March 20, 2023Page 2
Please be advised that nothing herein is intended to constitute an acknowledgment or admission, and we expressly
deny, that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction.
Very truly yours,
Wells Fargo Securities, LLCBy:
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Cc: GigCapital5, Inc. Fargoggggggggg Seccccccururururururururururities , LL
Managing Director

United States securities and exchange commission logo
March 15, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Preliminary Proxy on Schedule 14A
Filed March 3, 2023
File No. 001-40839
Dear Raluca Dinu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

United States securities and exchange commission logo
March 14, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269760
Dear Raluca Dinu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
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.
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

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 Comapany NameGigCapital5, Inc.
 March 14, 2023 Page 2
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
March 14, 2023
Page 2
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.
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.
Questions and Answers
Q. WHAT EQUITY STAKE WILL CURRENT GIGCAPITAL5 PUBLIC
SHAREHOLDERS..., 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.
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.
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.
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.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 March 14, 2023 Page 3
 FirstName LastNameRaluca Dinu
GigCapital5, Inc.
March 14, 2023
Page 3
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.
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.
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.
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.
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.
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.
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

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 March 14, 2023 Page 4
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
March 14, 2023
Page 4
Imaging and their affiliates, and the placement agent and how the terms of the PIPE
transaction were determined, as applicable.
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.
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.
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.
18.Please expand the Basis of Pro Forma Presentation to clarify how you determined the
$10.18 redemption price.
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.
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 scenarios under which
you do not enter into a PIPE Subscription Agreement. Refer to Article 11-02(a)(10) of
Regulation S-X.

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 Comapany NameGigCapital5, Inc.
 March 14, 2023 Page 5
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
March 14, 2023
Page 5
21.Note (I) references $4,140,600 of transactions expenses paid in GigCapital5 Common
stock.  However, we note that your forma unaudited balance sheet includes an adjustment
(I) which increases additional paid in capital by $8,062,520 and accumulated deficit by
$8,087,668.  Please expand your note to reconcile and explain these adjustments,
including how such amounts were determined.
22.Note (I) reflects the recording of the estimated QT Imaging Transaction Expenses and
Unpaid GigCapital5 Transaction Expenses not reflected in the historical statements and
the payment of $11,000,000 of such transaction expenses in cash with an additional
$4,140,600 paid in GigCapital5 Common Stock.   Please quantify the transaction costs not
reflected in the historical financial statements of QT Imaging and GigCapital5 and
reconcile such amount to Note (N) which reflects $14,865,854 in estimated direct and
incremental transaction costs that will be incurred and expensed through the Closing.
Please confirm that the costs reflected in Note (N) are additional costs not already
reflected in the historical financial statements.  In doing so, expand Note (N) to to identify
the nature of the transaction costs incurred and the related entity reporting these costs.
23.With reference to Note (J), please separately disclose the GigCapital5 Common Stock
issued for the conversion of the QT Imaging Convertible Note.  With reference to the
original conversion terms of the note, please address the accounting implications for this
conversion, including the need to reflect a gain or loss on the conversion.  In this regard,
we note your tabular presentation on page 126 indicates that 320,172 GigCapital5
Common Stock will be issued for $2,349,131.
24.Notes (L) and (Q) reflect the reversal of stock-based compensation on QT Imaging
Options and warrant expense, for other than In-The-Money Company Warrants, both of
which are assumed to be cancelled as of January 1, 2021.  We note that these options and
warrants are being exchanged for GigCapital5 shares.  With reference to the original terms
of the QT Imaging options and warrants, please clarify whether the terms of the options
and warrants were modified and if so, (i) discuss the accounting implication of such
modification and (ii) reflect any necessary pro forma adjustments related to
the modification.  Reference the authoritative literature you relied on.
25.Note (Q) excludes the In-the-Money Company Warrants.  We also note your tabular
presentation on page 126 assumes all In-the-Money Company Warrants will be exercised
prior to the Merger.  Please disclose how you how you determined which warrants were
"in-the-money" and, if material, address the need to reflect the proceeds from the exercise
of such warrants in your pro forma financial statements.
26.We note, as disclosed on page 347, that on September 26, 2022, GigCapital5 issued the
Working Capital Note as an unsecured convertible promissory note to the Sponsor, which
was subsequently amended and restated on October 26, 2022, November 28, 2022,
December 27, 2022 and January 26, 2023, for a collective principal amount of $325,000 .
The Working Capital Note is convertible at the Sponsor’s election upon the
consummation of the initial business combination. Please address the need to reflect these

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 March 14, 2023 Page 6
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
March 14, 2023
Page 6
notes as issued and then either (i) converted into units or (ii) repaid in cash within your
pro forma financial statements.  If there are varying scenarios related to the
conversion/repayment of these notes, address these various scenarios.  See Article 11-
02(a)(10) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations and Known Trends or Future Events, page 192
27.Please describe the results of operations of GigCapital5, inc. and QT Imaging Inc. for
period from January 19, 2021 (Inception) through December 31, 2021 and for fiscal year
ended December 31, 2021, respectively.
Information about QT Imaging, page 201
28.We refer to your description on page 201 and throughout the prospectus of QT Imaging’s
body imaging technology as “safe.”  Please note that determinations of safety and efficacy
are solely within the authority of the FDA; therefore, please revise the prospectus to
remove all references and/or implications of safety and efficacy. With respect to
references to QT Breast Scanner, please revise references to “safety” to clarify that the
device received FDA clearance as a supplementary imaging device only and is not a
replacement for screening mammography.
29.We note your disclosure on pages 237 and 246 that the QT Breast Scanner is categorized
as a Class II medical device that received FDA’s 510(k) market clearance in 2017. Please
revise to include this disclosure under the Overview heading of this section, where
applicable, and in the Prospectus Summary.  We also refer to your business strategy to
introduce a comprehensive body-safe imaging technology and medical imaging for infants
in the future.  Please disclose the current stage

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 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 March 13, 2023

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Industrial Applications and Services

100 F Street, NE

 Washington, D.C. 20549

Attention: Jane Park and Celeste Murphy

 Re: GigCapital5,
Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed March 3, 2023

 File No. 001-40839

 CIK No. 0001844505

Dear Ms. Park and Ms. Murphy:

 Set forth below are
responses to the comments that were provided by the Commission’s staff to our client, GigCapital5, Inc. (“GigCapital5” or the “Company”), by your letter dated March 10, 2023 (the “Comment
Letter”), regarding the above-referenced filing (collectively, the “Preliminary Proxy Statement”).

 The text of the comment in
the Comment Letter is included in the Company’s response for your reference.

 In addition to the responses to the Commission’s comments,
concurrently with the filing of this letter, GigCapital5 will file Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”) reflecting the Commission’s
requested disclosure edits.

 Comment 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members
who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the
Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: We respectfully advise the Staff that the Company’s sponsor is not controlled by and does not have any members who are, or who have substantial
ties with, a non-U.S. person. As previously disclosed in the Preliminary Proxy Statement on page 18, Dr. Avi Katz, the manager of GigAcquisitions5, LLC, the sponsor of the Company, is a U.S. citizen. In
addition, as has been disclosed by the Company in its periodic reports previously filed with the Commission, the Chief Executive Officer of the Company, Dr. Raluca Dinu, is also a U.S. citizen. In response to the staff’s comment, the
Company has revised the disclosure as requested to state that GigAcquisitions5, LLC is therefore not controlled by or has substantial ties with a non-U.S. person, and also to address the risk to investors of
potential review or prohibition by a U.S. government entity of the Company’s initial business combination should it be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign
Investment in the United States (CFIUS). Please see page 31 of the Amended Preliminary Proxy Statement.

*                *
          *

 The Company and its management acknowledge they are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, 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:
 Dr. Avi S. Katz

Dr. Raluca Dinu

 Enclosure

United States securities and exchange commission logo
March 10, 2023
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Preliminary Proxy on Schedule 14A
Filed March 3, 2023
File No. 001-40839
Dear Raluca Dinu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Preliminary Proxy on Schedule 14A filed March 3, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 March 10, 2023 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
March 10, 2023
Page 2
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
            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 Jane Park at 202-551-7439 or Celeste Murphy at 202-551-3257 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey C. Selman, Esq.

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 September 22, 2021

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:     Erin
Purnell, Esq.

Re:
 GigCapital5, Inc.

Registration Statement on Form S-1

File No. 333-254038

Acceleration Request

Requested Date: September 23, 2021

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, GigCapital5, Inc. (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form S-1 (File
No. 333-254038) (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 (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Registrant hereby authorizes Jeffrey
C. Selman 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 650-833-2133. Thank you for your assistance.

Very truly yours,

 /s/ Dr. Raluca Dinu

Raluca Dinu

Chief Executive Officer, President and Secretary

cc:
 Dr. Avi S. Katz (GigCapital5, Inc.)

Jeffrey C. Selman (DLA Piper LLP (US))

Elena Nrtina (DLA Piper LLP (US))

Douglas S. Ellenoff (Ellenoff Grossman & Schole LLP)

Joshua N. Englard (Ellenoff Grossman & Schole LLP)

Anthony Ain (Ellenoff Grossman & Schole LLP)

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 September 22, 2021

VIA EDGAR

 Erin Purnell

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, D.C. 20549

Re:
 GigCapital5, Inc.

Registration Statement on Form S-1

Filed March 9, 2021, as amended

File No. 333- 254038

 Dear
Ms. Purnell:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), the undersigned, for themselves and the other underwriters, hereby join in the request of GigCapital5, Inc. that the effective date of the above-referenced registration statement be accelerated so as to permit it to become
effective at 4:00 p.m. Eastern time on Thursday, September 23, 2021, or as soon thereafter as practicable.

 Pursuant to Rule 460
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.

 Each of the undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

Wells Fargo Securities, LLC

By:

 /s/ Elizabeth Alvarez

Name:

Elizabeth Alvarez

Title:

Managing Director

As Representatives of the underwriters

William Blair & Company, L.L.C.

By:

 /s/ Bryan P. Finkel

Name:

Bryan P. Finkel

Title:

Managing Director

As Representatives of the underwriters

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 DLA Piper LLP (US)

555 Mission St. #2400

 San Francisco, California 94105

www.dlapiper.com

 September 21, 2021

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

 Attention: Erin Purnell and Jay
Ingram

Re:
 GigCapital5, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed September 20, 2021

File No. 333-254038

CIK No. 0001844505

 Dear
Ms. Purnell and Mr. Ingram:

 Set forth below are responses to the comments that were provided by the Commission’s staff to
our client, GigCapital5, Inc. (“GigCapital5” or the “Company”), by your letter dated September 21, 2021 (the “Comment Letter”), regarding the above-referenced filing (collectively, the
“Registration Statement”).

 The text of the comment in the Comment Letter is included in the Company’s response for
your reference.

 In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital5
will file Amendment No. 5 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) reflecting the Commission’s requested disclosure edits to
the Registration Statement.

 Comment 1. Please revise the fee table so that the current structure of the offering is reflected in
the table. Any clarifying information you would like to provide may be included via footnote but the table should be accurate as to the number of securities associated with the registration statement.

Response: In response to the staff’s comment, the Company has revised the disclosure as requested. Please see the the cover page of the Amended
Registration Statement and the explanatory note.

*                *
         *

 The Company and its management acknowledge they are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, 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 Selman

Jeffrey Selman

cc:
 Dr. Avi S. Katz

Dr. Raluca Dinu

 Enclosures

United States securities and exchange commission logo
September 21, 2021
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed September 20, 2021
File No. 333-254038
Dear Mr. Dinu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
General
1.Please revise the fee table so that the current structure of the offering is reflected in the
table.  Any clarifying information you would like to provide may be included via footnote
but the table should be accurate as to the number of securities associated with the
registration statement.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 September 21, 2021 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
September 21, 2021
Page 2
            You may contact Jeff Gordon at 202-551-3866 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 September 20, 2021

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

 Attention: Erin Purnell and Jay
Ingram

Re:
 GigCapital5, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed August 23, 2021

File No. 333-254038

CIK No. 0001844505

 Dear
Ms. Purnell and Mr. Ingram:

 Set forth below are responses to the comments that were provided by the Commission’s staff to
our client, GigCapital5, Inc. (“GigCapital5” or the “Company”), by your letter dated September 10, 2021 (the “Comment Letter”), regarding the above-referenced filing (collectively, the
“Registration Statement”).

 The text of the comment in the Comment Letter is included in the Company’s response for
your reference.

 In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital5
will file Amendment No. 4 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) reflecting the Commission’s requested disclosure edits and
adding updated exhibits to the Registration Statement.

 Comment 1. Please enhance your disclosure to disclose the actual date through which
subsequent events have been evaluated. Please also disclose whether the date through which subsequent events have been evaluated is the date the financial statements were issued or the date the financial statements were available to be issued. Refer
to ASC 855-10-50-1.

 Response:
In response to the staff’s comment, the Company has revised the disclosure as requested. Please see page F-15 of the Amended Registration Statement.

*                *
                          *

The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, 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 Selman

Jeffrey Selman

cc:
 Dr. Avi S. Katz

 Dr. Raluca Dinu

Enclosures

United States securities and exchange commission logo
September 10, 2021
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 23, 2021
File No. 333-254038
Dear Mr. Dinu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-1/A Filed August 23, 2021
Note 6. Subsequent Events, page F-14
1.Please enhance your disclosure to disclose the actual date through which subsequent
events have been evaluated.  Please also disclose whether the date through which
subsequent events have been evaluated is the date the financial statements were issued or
the date the financial statements were available to be issued.  Refer to ASC 855-10-50-1.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 September 10, 2021 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
September 10, 2021
Page 2
            You may contact Jeff Gordon at 202-551-3866 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 March 25, 2021

 Division
of Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Erin Purnell, Esq.

Re:
 GigCapital5, Inc. – Withdrawal of Acceleration Request

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

 Filed March 22, 2021

 File No. 333-254038

Dear Ms. Purnell:

 Reference is made to
our letter, filed as correspondence via EDGAR on March 23, 2021, in which the undersigned registrant, GigCapital5, Inc., a Delaware corporation (the “Company”), requested acceleration of the effectiveness of the above
referenced Registration Statement on Form S-1 (the “Registration Statement”) to 4:00 p.m. Eastern Daylight Time on March 25, 2021, or as soon thereafter as practicable (the
“Effective Time”), in accordance with Rule 460 and 461 under the Securities Act of 1933, as amended.

 The Company is no
longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

Very truly yours,

/s/ Dr. Raluca Dinu

Dr. Raluca Dinu

Chief Executive Officer, President and Secretary

cc:
 Dr. Avi S. Katz (GigCapital5, Inc.)

 Jeffrey C. Selman (DLA Piper LLP (US))

 Elena Nrtina (DLA Piper LLP (US))

 Douglas S. Ellenoff (Ellenoff Grossman & Schole LLP)

 Joshua N. Englard (Ellenoff Grossman & Schole LLP)

 Anthony Ain (Ellenoff Grossman & Schole LLP)

CORRESP
1
filename1.htm

CORRESP

 March 23, 2021

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:        Erin Purnell, Esq.

Re:

GigCapital5, Inc.

Registration Statement on Form S-1

File No. 333-254038

Acceleration Request

Requested Date: March 25, 2021

Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GigCapital5, Inc. (the “Registrant”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-254038) (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 (the “Registration Statement Acceleration Request”) via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”). The Registrant hereby authorizes Jeffrey C. Selman 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 650-833-2133. Thank you for your assistance.

Very truly yours,

/s/ Dr. Raluca Dinu

Raluca Dinu

Chief Executive Officer, President and Secretary

cc:

Dr. Avi S. Katz (GigCapital5, Inc.)

Jeffrey C. Selman (DLA Piper LLP (US))

Elena Nrtina (DLA Piper LLP (US))

Douglas S. Ellenoff (Ellenoff Grossman & Schole LLP)

Joshua N. Englard (Ellenoff Grossman & Schole LLP)

Anthony Ain (Ellenoff Grossman & Schole LLP)

CORRESP
1
filename1.htm

CORRESP

 March 23, 2021

VIA EDGAR

 Erin Purnell, Esq.

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 GigCapital5, Inc.

Registration Statement on Form S-1

Filed March 9, 2021, as amended

File No. 333-254038

Dear Ms. Purnell:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other underwriters, hereby join in the request of GigCapital5, Inc. that the effective date of the above-referenced
registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Thursday, March 25, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 600 copies of the
preliminary prospectus dated March 22, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

OPPENHEIMER & CO. INC.

By:

/s/ Peter Bennett

Name:  Peter Bennett

Title:    Managing Director

WILLIAM BLAIR & COMPANY, L.L.C.

By:

/s/ Bryan Finkel

Name:  Bryan Finkel

 Title:    Managing Director

As Representatives of the underwriters

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

 555 Mission
St. #2400

 San Francisco, California 94105

www.dlapiper.com

 March 19, 2021

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Attention: Erin Purnell and Jay Ingram

Re:
 GigCapital5, Inc.

Registration Statement on Form S-1

Filed March 9, 2021

File No. 333-254038

Draft Registration Statement on Form S-1

Filed February 23, 2021

CIK No. 0001844505

 Dear
Ms. Purnell and Mr. Ingram:

 Set forth below are responses to the comments that were provided by the Commission’s staff to
our client, GigCapital5, Inc. (“GigCapital5” or the “Company”), by your letter dated March 18, 2021 (the “Comment Letter”), regarding the above-referenced filing (collectively, the
“Registration Statement”).

 The text of the comment in the Comment Letter is included in the Company’s response for
your reference.

 In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital5
will file Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) reflecting the Commission’s requested disclosure edits and
adding exhibits to the Registration Statement.

 Comment 1. We note that you filed an S-1 on March 9,
2021. The staff will review the S-1 when you file an S-1/A that is responsive to the comments contained in this letter.

Response: The Company acknowledges the Staff’s position regarding review of the previously filed Form S-1, and in
response to the Staff’s comments contained in this letter, the Company has revised the disclosure as requested. Please see the Amended Registration Statement filed concurrently with this letter.

Comment 2. If your form of warrant agreement will include an exclusive forum provision, please disclose such provision in your registration statement.
Your disclosure should state whether the provision will apply to actions arising under the Securities Act or Exchange Act and should include related risk factor disclosure. If the provision will not apply to actions arising under the Securities Act
or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly.

 Response: In response to the Staff’s comment, the Company has revised the disclosure as requested. In
addition, the Company has updated the form of warrant agreement to respond to the comment. Please see pages 66 - 67 and 141 of, and Exhibit 4.4 to, the Amended Registration Statement.

Comment 3. Please disclose the actual date through which subsequent events have been evaluated. Please also disclose whether the date through which
subsequent events have been evaluated is the date the financial statements were issued or the date the financial statements were available to be issued. Refer to ASC 855-10-50-1.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure as requested, but respectfully notes that with the filing of the Form S-1 on March 9, 2021, the Company became an SEC filer as such term is used in ASC 855-10-50-1. Please see page F-14 of Amended Registration Statement.

*                *
         *

 The Company and its management acknowledge they are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, 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 Selman

Jeffrey Selman

 cc:
Dr. Avi S. Katz

 Enclosures

United States securities and exchange commission logo
March 18, 2021
Raluca Dinu
Chief Executive Officer
GigCapital5, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital5, Inc.
Draft Registration Statement on Form S-1
Submitted February 23, 2021
CIK No. 0001844505
Dear Mr. Dinu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted February 23, 2021
General
1.We note that you filed an S-1 on March 9, 2021.  The staff will review the S-1 when you
file an S-1/A that is responsive to the comments contained in this letter.
2.If your form of warrant agreement will include an exclusive forum provision,
please disclose such provision in your registration statement. Your disclosure should state
whether the provision will apply to actions arising under the Securities Act or
Exchange Act and should include related risk factor disclosure. If the provision will not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the provision in the warrant agreement states this clearly.

 FirstName LastNameRaluca Dinu
 Comapany NameGigCapital5, Inc.
 March 18, 2021 Page 2
 FirstName LastName
Raluca Dinu
GigCapital5, Inc.
March 18, 2021
Page 2
Financial Statements, page F-1
3.Please disclose the actual date through which subsequent events have been evaluated.
Please also disclose whether the date through which subsequent events have been
evaluated is the date the financial statements were issued or the date the financial
statements were available to be issued.  Refer to ASC 855-10-50-1.
            You may contact Jeff Gordon at 202-551-3866 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing