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
 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,

FirstName LastNameRaluca Dinu                              Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameGigCapital5, Inc.
                                                           Services
March 10, 2023 Page 2
cc:       Jeffrey C. Selman, Esq.
FirstName LastName