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                            April 15, 2024

       Dr. Raluca Dinu
       Chief Executive Officer
       QT Imaging Holdings, Inc.
       3 Hamilton Landing, Suite 160
       Novato, CA 94949

                                                        Re: QT Imaging
Holdings, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 2, 2024
                                                            File No. 333-278460

       Dear Dr. Raluca Dinu:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form S-1 filed April 2, 2024

       Cover Page

   1.                                                   We note that you are
registering the issuance of 94,364 shares of Common Stock that are
                                                        issuable upon the
exercise of 94,364 Sponsor's Warrants and 5,375,000 shares of
                                                        Common Stock issuable
pursuant to the Yorkville Note for the Pre-Paid Advance. On
                                                        page 166, you note that
[i]n connection with the Closing, (i) the Sponsor elected to
                                                        partially convert (the
  Conversion   ) $943,640 in principal balance outstanding under the
                                                        Working Capital Note
into 94,364 shares of Common Stock and 94,364 Sponsor   s
                                                        Warrants of the
Company." Likewise, you note on page 7 that "[a]s consideration for
                                                        a Pre-Paid Advance of
$10.0 million, in connection with the Closing, the Company issued
                                                        to Yorkville a
promissory note." It appears that the Sponsor's Warrants were issued on
                                                        March 4, 2024 and
became exercisable thirty days thereafter and that the Yorkville Note
                                                        was also issued on
March 4, 2024 and was immediately convertible. If an option becomes
                                                        exercisable within one
year, it is deemed to be immediately exercisable. Therefore, a
 Dr. Raluca Dinu
FirstName
QT ImagingLastNameDr.     Raluca Dinu
              Holdings, Inc.
Comapany
April       NameQT Imaging Holdings, Inc.
       15, 2024
April 215, 2024 Page 2
Page
FirstName LastName
         registration statement must be on file before the option is
exercisable for the entire
         transaction to be a public offering. Given this, please tell us your
basis for registering the
         offering of the shares underlying the Sponsor's Warrants and the
Yorkville Note for the
         Pre-Paid Advance on a primary basis or revise the offering to only
register the resale of
         such shares. Please refer to Securities Act Sections C&DI Questions
239.15, 139.09 and
         103.04.
2.       For each of the Private Placement Shares, Working Capital Shares,
Insider Shares,
         Closing Shares and Sponsor's Warrants being registered for resale,
please disclose the
         price that the selling securityholders paid for such shares or
warrants.
Risk Factors
Risks Related to Ownership of Company Common Stock and Other Securities
Future sales, or the perception of future sales, of Company Common Stock by us
or our existing
stockholders..., page 66

3.       We note your statement that "[t]he sale of substantial amounts of
shares of Company
         Common Stock in the public market, or the perception that such sales
could occur, could
         harm the prevailing market price of shares of our Company Common
Stock." To illustrate
         this risk, please disclose the purchase price of the securities being
registered for resale and
         the percentage that these shares currently represent of the total
number of shares
         outstanding. Also disclose that even though the current trading price
is significantly below
         the SPAC IPO price, the private investors have an incentive to sell
because they will still
         profit on sales because of the lower price that they purchased their
shares than the public
         investors.
Management's Discussion and Analysis of Condition and Results of Operations of
QT Imaging
Overview, page 81

4.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of your outstanding shares for
resale and discuss
         how such sales could impact the market price of the company   s common
stock. Your
         discussion should highlight the fact that the shares being registered
for resale by the
         selling stockholders collectively represent over 50% of your
outstanding shares and that
         the Sponsor, a beneficial owner of over 33% of your outstanding
shares, will be able to
         sell all of its shares for so long as the registration statement of
which this prospectus forms
         a part is available for use.
General

5.       We note that because the most recent balance sheet of QT Imaging, Inc.
included in the
         Registration Statement is as of December 31, 2023, it does not reflect
the Closing of the
         Business Combination with GigCapital5 that occurred on March 4, 2024.
We also note
         that on March 22, 2024 you filed an Amendment No. 1 to a Current
Report on Form 8-
         K/A containing unaudited pro forma condensed combined financial
information as of
 Dr. Raluca Dinu
QT Imaging Holdings, Inc.
April 15, 2024
Page 3
       December 31, 2023 and for the year then ended. Please include this pro
forma financial
       information in your Registration Statement or explain to us why you are
not required to do
       so.
6.     Please revise your prospectus to disclose the price that each selling
securityholder paid for
       the securities being registered for resale. Highlight any differences in
the current trading
       price, the prices that the respective selling securityholders acquired
their shares and
       warrants, and the price that the public securityholders acquired their
shares and
       warrants. Please also disclose the potential profit the selling
securityholders will earn
       based on the current trading price. Lastly, please include appropriate
risk factor disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Conlon Danberg at 202-551-4466 or Jessica Ansart at
202-551-4511 with
any other questions.



                                                              Sincerely,

FirstName LastNameDr. Raluca Dinu                             Division of
Corporation Finance
                                                              Office of
Industrial Applications and
Comapany NameQT Imaging Holdings, Inc.
                                                              Services
April 15, 2024 Page 3
cc:       Jeffrey C. Selman, Esq.
FirstName LastName