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
Raluca Dinu
FirstName LastNameRaluca Dinu
GigCapital5, Inc.
Comapany
April NameGigCapital5, Inc.
21, 2023
April 221, 2023 Page 2
Page
FirstName LastName
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.
Raluca Dinu
FirstName LastNameRaluca Dinu
GigCapital5, Inc.
Comapany
April NameGigCapital5, Inc.
21, 2023
April 321, 2023 Page 3
Page
FirstName LastName
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.
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,
FirstName LastNameRaluca Dinu Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameGigCapital5, Inc.
Services
April 21, 2023 Page 4
cc: Jeffrey C. Selman, Esq.
FirstName LastName