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                             January 10, 2024

       Raluca Dinu
       Chief Executive Officer
       GigCapital5, Inc.
       1731 Embarcadero Rd., Suite 200
       Palo Alto, CA 94303

                                                        Re: GigCapital5, Inc.
                                                            Amendment No. 6 to
Registration Statement on Form S-4
                                                            Filed December 29,
2023
                                                            File No. 333-269760

       Dear Raluca Dinu:

            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 December 15,
2023 letter.

       Amendment No. 6 to Form S-4 filed on December 29, 2023

       Unaudited Pro Forma Financial Statements, page 157

   1.                                                   We note your response
to prior comment 2 as well as your enhanced disclosures related to
                                                        Scenarios 4 and 8 on
page 148. While we note that the parties, in their discretion, may
                                                        waive the net tangible
assets closing condition pursuant to the terms of the BCA, please
                                                        address how you will
address Sections 9.1(a) and (e) of your Charter which also includes
                                                        the $5,000,001 net
tangible asset requirement.
   2.                                                   We note your response
to the second bullet point of prior comment 3, which indicates that
                                                        for purposes of the pro
forma financial statements, the Company has prepared them with
                                                        the assumption that
shares are being acquired under the Stock Subscription Agreement. In
                                                        order to present the
range of possible results, please address the impact to your pro forma
                                                        financial statements if
you assume the parties are going to hold their shares under the
                                                        November 2023
Non-Redemption Agreements. Refer to Rule 11-02(a)(10) of Regulation
 Raluca Dinu
GigCapital5, Inc.
January 10, 2024
Page 2
         S-X.

3.       We note your response to the second bullet of prior comment 4 as well
as the revisions
         made to footnote 6 to the tabular presentation of the pro forma shares
of the combined
         Company. For clarity and transparency, please expand your tabular
presentation to
         separately present the material transactions which result in the
issuance of QT Imaging
         Common Stock from the original former holders of QT Equity Securities.



4.       With reference to Note B4, please reconcile the number of converted
shares of the
         combined company, including the "Early Investor Consideration Shares"
to the conversion
         of QT Imaging Convertible Notes (footnotes 5 and 6) in your tabular
presentation of the
         pro forma shares of the combined company on page 153 and 154.
5.       We note your response to prior comment 8 as well as your expanded
disclosures on page
         174. You indicate that QT Imaging will recognize the issuance of the
QT Imaging
         Common Stock as general & administrative expense in accordance with
ASC 718-10.
         Please quantify such expense and address the need to reflect that
expense in your pro
         forma financial statements.
6.       We note your response and revisions made in response to prior comment
11. As
         previously requested, with reference to the terms of the Yorkville
financing agreement,
         please explain how you are accounting for the 1,000,000 share of QTH
Holdings to be
         issued upon completion of the Business Combination.
7.       We note your response to prior comment 12 and your revised disclosures
on page 178. For
         transparency and clarity, please separately quantify the impact that
the Stock Subscription
         Agreements, Yorkville Financing, September and November Non-
         Redemption Agreements, and any other recent financings had on your pro
forma weighted
         average share calculation as well as your outstanding or potential
shares of the Combined
         Company common stock equivalents that were excluded from the
computation of pro
         forma diluted loss per share.
8.     We note your response to comment 13. Please clarify whether or not $1
million Bridge
       Loan entered in November 2023 is included in your Note B4 referenced
$3,500,000 Stock
FirstName LastNameRaluca Dinu
       Subscriptions Agreements. Also as previously requested, address how the
Comapany   NameGigCapital5,
       Working                Inc.was amended on October 26, 2023 to increase
the principal
                Capital Note that
Januaryamount to $705,000
        10, 2024 Page 2 is reflected in your pro forma financial statements
FirstName LastName
 Raluca Dinu
FirstName  LastNameRaluca Dinu
GigCapital5, Inc.
Comapany
January 10,NameGigCapital5,
            2024            Inc.
January
Page 3 10, 2024 Page 3
FirstName LastName
       Please contact Christie Wong at 202-551-3684 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Jane Park at 202-551-7439 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
                                                         Services
cc:      Jeffrey C. Selman, Esq.