II
                                                                    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 combination (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, effective as of March 20, 2023, our firm has
waived its entitlement to the payment
of the deferred underwriting discount 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.




   2023 Wells Fargo & Company. 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.
 GigCapital5, Inc.
March 20, 2023
Page 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,
         g Seccur       LLC
               urities, LL

By:

Managing Director

Cc:     GigCapital5, Inc.