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.
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
FirstName LastNameRaluca Dinu
of the state of valuations of both private and public companies and the
decrease in
Comapany NameGigCapital5,
valuations Inc. half of the year, and how the Board
considered those factors
during the second
May 4,when
2023 evaluating
Page 2 the $151 million valuation.
FirstName LastName
Raluca Dinu
FirstName LastNameRaluca Dinu
GigCapital5, Inc.
Comapany
May 4, 2023NameGigCapital5, Inc.
May 4,
Page 3 2023 Page 3
FirstName LastName
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.