August 21, 2024

Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303

       Re: GigCapital7 Corp.
           Amendment No. 2 to Registration Statement on Form S-1
           Filed August 5, 2024
           Amendment No. 3 to Registration Statement on Form S-1
           Filed August 14, 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 31, 2024, letter.

Amendment No. 3 to Registration Statement on Form S-1
Cover Page

1.     We note that the subscription agreement with your non-managing investors
filed as
       Exhibit 10.3 provides that it will terminate if the closing for the
offering does not occur
       prior to August 31, 2024. Please revise your disclosure as appropriate,
including on the
       cover page, to disclose this date. Please also revise to disclose the
impact such termination
       would have on your potential operations.
 August 21, 2024
Page 2
Risks
Summary of Risk Factors, page 42

2.     We acknowledge your response to prior comment 4. However, as previously
stated,
       please revise your summary risk factor disclosure to 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 they purchase all
       of the public units for which they've expressed interest. Further,
please revise the fourth
       full summary risk factor on page 43 to specifically address the impact
of having a limited
       public float, including the inability to list, or maintain a listing on,
NASDAQ.
Dilution, page 102

3.     We note in the latest amendment that your net tangible book value has
changed. Your
       current net tangible value just indicates before this offering, while
prior filings disclosed
       the net tangible book value as of May 31, 2024, which coincided with the
date of the
       latest balance sheet included within your filing. Please clarify how you
calculated the net
       tangible book value disclosed in the latest amendment including which
date the net
       tangible book value is as of. In addition, please clarify your basis for
presenting such
       value instead of the value as of the latest balance sheet presented
within your filing.
Exhibits

4.     Please request New York counsel to revise its opinion in Exhibit 5.1 to
remove the
       assumption in clause (a) on page 3 of the opinion, or ensure that Cayman
counsel provides
       the opinion. In addition, please request Cayman counsel to revise its
opinion in Exhibit
       5.2 to remove inappropriate assumptions (see, e.g., paragraphs 2, and 4
through 8), and to
       revise its opinion in paragraph 1 so that the opinion is not limited to
a prior date. It is not
       appropriate for a counsel to include in its opinion assumptions that
assume any of the
       material facts underlying the opinion. Refer to Section II.B.3.a of
Staff Legal Bulletin No.
       19.

       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.