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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.
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