3 Embarcadero Center, 26th Floor, San Francisco, CA 94111◾ p1.415.365.7442◾
April 9, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attention: Kevin Dougherty
| Re: | GigCapital3, Inc. |
Amendment No. 1 to Registration Statement on FormS-1
Filed March 26, 2020
FileNo. 333-236626
Dear Mr. Dougherty:
Set forth below are responses to the comments that were provided by the Commission’s staff to our client, GigCapital3, Inc. (“GigCapital3” or the “Company”), by your letter dated April 8, 2020 (the “Comment Letter”), regarding the above-referenced filing (the “Registration Statement”).
The text of each comment in the Comment Letter is included in the Company’s responses for your reference. The references in the captions below to “Comment” correspond to the numbered paragraphs of the Comment Letter.
In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, GigCapital3 will file Amendment No. 2 to the Registration Statement onForm S-1 (the “Second Amended Registration Statement”) reflecting the Commission’s requested disclosure edits.
Management, page 96
Comment 1. Directors Andrea Betti-Berutto and Peter Wang appear to also have been engaged as “advisors” with the title of Hardware Chief Technical Officer and Software Chief Technical Officer, respectively, similar to their advisor positions with GigCaptial2, Inc. As they are not acting as employees or officers of the company or GigCapital2, Inc. in such capacities, please remove these titles from your tabular disclosure on page 96 of your current officers and directors, and also revise each one’s biography, similar to as you have done under “Director Independence,” to clarify the nature of their positions with the company and GigCapital2, Inc. See Item 401 ofRegulation S-K
Response: The disclosure has been revised as requested. Please see pages 7, 27, 43, 45, 96, 98, 104, 105, 106 and 113 of the Second Amended Registration Statement.
Comment 2. We note your disclosure that Messrs. Miotto, Mikulsky, Wang and Betti-Berutto will be your independent directors, and your disclosure that Messrs. Miotto, Mikulsky and Wang will serve as members of your audit committee. We also note your disclosure regarding the financial interests that each individual has with respect to participating in any economic return your sponsor receives for its investment in the registrant. Please disclose any potential conflicts of interest that may be material, and include related risk factor disclosure. Please also discuss this relationship in the context of your risk factor disclosure on page 36 regarding the role of your independent directors in determining whether to enforce indemnification obligations against your sponsor.
Response: The disclosure has been revised as requested. Please see pages 36 and 105 of the Second Amended Registration Statement. We also respectfully direct your attention to the first full risk factor on page 46 of the Second Amended Registration Statement where we disclose the potential for a conflict of interest as a result of the independent directors having a financial interest in the Sponsor.
* * *
The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions regarding the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415)365-7442 or via email atjselman@crowell.com or Renée Delphin-Rodriguez, at (213)310-7988 or via email atrdelphin-rodriguez@crowell.com.
Sincerely,
/s/ Jeffrey Selman
Jeffrey Selman
cc: Dr. Avi S. Katz
Enclosures