DLA Piper LLP (US)

555 Mission St. #2400

San Francisco, California 94105

www.dlapiper.com

GigCapital5, Inc.

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).

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.

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.

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

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.

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 of the state of valuation of both private and public companies and the decrease in valuations during the second half of the year, and how the Board considered those factors when evaluating the $151 million valuation.

Please update the consents to refer to the currently filed amendment number.