August 22, 2019

Avi Katz
Chief Executive Officer
GigCapital, Inc.
2479 E. Bayshore Road, Suite 200
Palo Alto, CA 94303

       Re: GigCapital, Inc.
           Proxy Materials on Schedule PreM14A
           Filed on July 31, 2019
           File no. 001-38320

Dear Dr. Katz:

       We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 14A filed July 31, 2019

Stockholder Letter, page 0

1.    In the second paragraph, disclose that Kaleyra is an Italian corporation.
2.    Disclose the number and percentage of GigCapital shares whose redemption
would cause
      the company not to meet the $5,000,001 cash condition to the business
combination.
Summary Term Sheet, page 1

3.    State the total number of shares originally sold and the total amount
raised in the IPO.
4.    In the fifth bullet point, please revise to state the purpose of the
amendment of your
      charter. Also state the percentage of the total number of outstanding
shares that was
      redeemed, as well as the impact of the redemptions on the balance of the
trust fund.
 Avi Katz
FirstName LastNameAvi Katz
GigCapital, Inc.
Comapany NameGigCapital, Inc.
August 22, 2019
August 22, 2019 Page 2
Page 2
FirstName LastName
Consideration to the Sellers in the Business Combination, page 24

5.       Please expand the disclosure to include the total consideration to be
issued, including the
         value of stock to be issued and the value of any contingent
consideration. Also, expand
         the disclosure to clarify how you determined the Redemption
Percentages, i.e. how the
         waiver by Initial Stockholders, Directors and Officers consisting of
35.12% of the
         outstanding shares was considered in the various redemption percentage
scenarios.
Comparative Per Share Data, page 40

6.       Provide comparative per share data in accordance with Item 14(10) of
Schedule 14A.
         Please disclose the share exchange ratio in the introduction to this
disclosure.
Risk Factors
Risks Relating to Kaleyra, page 43

7.       It appears that a majority of the officers and directors will be
residing outside the United
         States. If true, please provide a risk factor discussing the limited
legal recourse
         shareholders may have against them, including difficulties in
enforcing judgments made
         against them by U.S. courts.
Unaudited Pro Forma Condensed Combined Financial Information, page 86

8.       Please disclose in the preamble to the Pro Forma Condensed Combined
Financial
         Information the total value of the consideration to be paid in the
business combination
         with Kaleyra. Please revise disclosure of consideration throughout the
document
         accordingly.
9.       Please separately disclose any amount of contingent consideration
recorded under the
         provisions of the additional 4,292,272 Earn-Out Shares to which the
Sellers may be
         entitled.
10.      We note on page F-11 that a Target Business must have a fair market
value equal to at
         least 80% of the balance in the Trust Account. We also note that as of
March 31, 2019 the
         Trust account had a balance of $147.2 million. Please expand the
disclosure on page 88
         and Notes (1) and (2) on page 90 to address this requirement and
indicate whether the
         business combination between Company and Kaleyra will meet the minimum
fair market
         value.
11.      We note on page 3 that you factor in the conversion of 14,873,256
rights into 1,487,325
         shares of Common Stock upon completion of the Business Combination.
Please tell us
         how these rights relate to the 11,154,942 warrants that will continue
to be outstanding
         following the business combination, if applicable. Please expand the
disclosure to explain
         whether the conversion of the 14,873,256 rights are assumed to be
converted and describe
         your factual support for any assumptions relating to these rights and
warrants.
 Avi Katz
FirstName LastNameAvi Katz
GigCapital, Inc.
Comapany NameGigCapital, Inc.
August 22, 2019
August 22, 2019 Page 3
Page 3
FirstName LastName
12.      Please expand the disclosure in Note 1 on page 90 to explain the
reason for the
         redemption of 6,825,464 shares and $70.18 million from the Gig Capital
Trust on June 5,
         2019.
13.      Please expand the disclosure in Note 2 on page 90 to explain the basis
for releasing
         investments and interest receivable from the Trust.
14.      Please expand the disclosure in Note 2 on page 91 to explain
assumptions utilized and
         factual support for the adjustments. Refer to Rule 11-02(b)(6) of
Regulation S-X for
         guidance.
15.      Please expand the disclosure in Notes F and G on page 93 to include
the purchase price
         allocation for Infiniti Solutions and Buc Mobile to support the pro
forma adjustments for
         the effects of the purchase price allocation.
Proposal No. 1 -- Approval of the Business Combination, page 104

16.      Define "Closing Kaleyra Group Net Debt" and "Closing Kaleyra Group Net
Short-Term
         Debt." Disclose the amounts for each as of a recent date.
Background of the Business Combination, page 121

17.      Please expand your discussion to describe the negotiations of the
principal terms of the
         merger, including price.
18.      You state on page 126 that the board considered management's due
diligence findings.
         Please revise to provide more detailed disclosure of management's due
diligence findings
         considered by the board.
Information About Kaleyra, page 192

19.      Please explain more fully your statement that you have customers and
business partners
         "worldwide." Outside of Italy and India, disclose how many countries
and areas of the
         world you have a meaningful presence in.
Kaleyra's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Factors Affecting Comparability of Results
Recent Acquisitions, page 204

20.      Please expand the discussion to include the consideration paid for the
acquisitions of Buc
         Mobile and Solutions Infiniti. Please also expand the discussion of
the agreements to
         acquire Solutions Infiniti and Buc Mobile in the Liquidity section on
page 215
         accordingly.
 Avi Katz
GigCapital, Inc.
August 22, 2019
Page 4
GIGCAPITAL, Inc. Condensed Financial Statements, page F-22

21.   Please provide updated interim financial statements and other financial
information
      pursuant to Rule 3-12 of Regulation S-X.
22.   Refer to Business Combination disclosure beginning on page F-30. Please
expand the
      disclosure on page F-31 to include all disclosures required pursuant to
ASC 805-10-50.
      Please quantify the value of consideration to be paid under each of the
various scenarios
      and the value of contingent consideration.
Kaleyra S.p.A. Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(b) Principles of Consolidation, page F-79

23.   Please expand the disclosure to describe in detail the transaction that
resulted in a change
      in governance and achievement of control.
General

24.   Please provide us with copies of any "board books" or similar materials
furnished to board
      members in connection with the transactions. We may have further comments
after we
      review these materials
        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.

        You may contact Claire DeLabar, Staff Accountant, at 202-551-3349, or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions
regarding
comments on the financial statements and related matters. Please contact Greg
Dundas, Staff
Attorney, at 202-551-3436, or Larry Spirgel, Assistant Director, at
202-551-3815, with any other
questions.



                                                            Sincerely,
FirstName LastNameAvi Katz
                                                            Division of
Corporation Finance
Comapany NameGigCapital, Inc.
                                                            Office of
Telecommunications
August 22, 2019 Page 4
cc:       Jeffrey C. Selman
FirstName LastName