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DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com |
September 21, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
Attention: Erin Purnell and Jay Ingram
Re: | GigCapital5, Inc. |
Amendment No. 4 to Registration Statement on Form S-1
Filed September 20, 2021
File No. 333-254038
CIK No. 0001844505
Dear Ms. Purnell and Mr. Ingram:
Set forth below are responses to the comments that were provided by the Commissions staff to our client, GigCapital5, Inc. (GigCapital5 or the Company), by your letter dated September 21, 2021 (the Comment Letter), regarding the above-referenced filing (collectively, the Registration Statement).
The text of the comment in the Comment Letter is included in the Companys response for your reference.
In addition to the responses to the Commissions comments, concurrently with the filing of this letter, GigCapital5 will file Amendment No. 5 to the Registration Statement on Form S-1 (the Amended Registration Statement) reflecting the Commissions requested disclosure edits to the Registration Statement.
Comment 1. Please revise the fee table so that the current structure of the offering is reflected in the table. Any clarifying information you would like to provide may be included via footnote but the table should be accurate as to the number of securities associated with the registration statement.
Response: In response to the staffs comment, the Company has revised the disclosure as requested. Please see the the cover page of the Amended Registration Statement and the explanatory note.
* * *
The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions regarding the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at [email protected]
Sincerely,
/s/ Jeffrey Selman
Jeffrey Selman
cc: | Dr. Avi S. Katz |
Dr. Raluca Dinu
Enclosures