July 31, 2024
Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re: GigCapital7 Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 10, 2024
File No. 333-280015
Dear Avi S. Katz:
We have reviewed your amended registration statement and have the
following
comments.
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. Unless we
note otherwise,
any references to prior comments are to comments in our July 4, 2024, letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. We note your response to prior comment 1 and your revised disclosures
regarding the
similarities and differences in interests between public shareholders
and non-managing
investors. Please revise your cover page to reflect these interests.
2. We note your statement that none of the non-managing investors has any
obligation to
vote any of their public shares in favor of your initial business
combination. We also note
your revised disclosure on page 40, and elsewhere in your prospectus,
that your initial
shareholders have agreed to vote in favor of the initial business
combination, and that
your defined term for "initial shareholders" includes the holders of
your private placement
shares. Please revise to reconcile.
July 31, 2024
Page 2
Summary
Conflicts of Interest, page 35
3. We note your response to prior comment 3. We also note your risk factor
on page 48. As
previously stated, please balance your disclosures by also expanding
your discussion here
to address the high level of competition you may face in pursuing
business combination
transaction candidates, which may negatively impact the acquisition
terms you are able to
negotiate. Also further revise your disclosures to clarify that UpHealth
is traded on OTC
Pink, and update your disclosures regarding the OTC status of Lightning
eMotors.
Risks
Summary of Risk Factors, page 40
4. We acknowledge your revised disclosures in response to prior comment 2.
Please add
disclosure on page 40 to specifically discuss the risks related to the
ownership by the non-
managing investors, including risks related to the potential limited
public float, and the
resulting consequences. Also specifically explain that the initial
shareholders will
collectively hold 40% of the outstanding ordinary shares upon completion
of the offering,
assuming that none of the initial shareholders purchase public units,
and also specifically
state the amount they will hold assuming that the non-managing investors
purchase 99%
of the public units. Please correspondingly revise similar disclosures
elsewhere in your
prospectus so that your disclosures are consistently clear regarding the
potential holdings
of the initial shareholders, which you define to include the
non-managing investors. For
example, we note that your discussion in the last risk factor on page 63
does not clearly
disclose the potential purchase of up to 99% of the public units by the
non-managing
investors because you only state that your initial shareholders "could"
determine to make
purchases "in the future." Also, in your Principal Shareholders section,
revise to also
include disclosure regarding the potential purchase by the non-managing
investors of 99%
of your public units.
Risk Factors
If we seek shareholder approval of our initial business combination. . ., page
43
5. We note your response to prior comment 6 and note your disclosure that
the non-
managing investors "will potentially have different interests than our
other public
shareholders in approving our initial business combination." Please
further revise to
explain these different interests or include specific cross-references.
In addition, in your
discussion of the shareholder approval needed if a special resolution is
required, please
expand your discussion to discuss how many public shares may be needed.
Our management team and our Sponsor may make a profit. . ., page 65
6. We refer to your revised disclosure in this risk factor. Please further
revise this risk factor
to also reference the non-managing investors in the heading. In
addition, please add a
specific discussion regarding the non-managing investors' purchase price
of the private
placement securities, similar to your discussion for the Sponsor.
July 31, 2024
Page 3
Use of Proceeds, page 95
7. We note your revised disclosure indicating that the underwriter is
reimbursing you for
certain expenses, which is equivalent to half of the compensation to be
received by the
underwriter. Please disclose what consideration you, the sponsor, or any
of your or the
sponsor's affiliates are giving to the underwriters in exchange for this
payment, or advise.
Please contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Jeffrey C. Selman, Esq.