8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2024

 

 

GigCapital7 Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-42262   98-1790710
(State or Other Jurisdiction of
Incorporation or Organization)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant   GIGGU   The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value   GIG   The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   GIGGW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


Item 8.01

Other Events.

Separation of Units

On September 6, 2024, the Company issued a press release to announce that holders of the Company’s public units may elect to separately trade the Class A ordinary shares and warrants underlying such public units commencing on September 10, 2024. The Class A ordinary shares and the warrants are expected to trade on the Nasdaq Global Market under the symbols “GIG” and “GIGGW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the public units into Class A ordinary shares and warrants.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release of the Company, dated September 6, 2024
104    Cover Page Interactive Data File


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GIGCAPITAL7 CORP.
Dated: September 6, 2024     By:  

/s/ Dr. Avi S. Katz

      Dr. Avi S. Katz
      Chief Executive Officer
EX-99.1

Exhibit 99.1

GigCapital7 Corp. Announces the Separate Trading of its Class A

Ordinary Shares and Warrants Commencing September 10, 2024

Palo Alto, CA, September 6, 2024 (BUSINESS WIRE) – GigCapital7 Corp. (NASDAQ: GIGGU) (the “Company”), a Cayman Islands exempted company, announced today that holders of the Company’s public units may elect to separately trade the Class A ordinary shares and warrants underlying such public units commencing on September 10, 2024. Each unit consists of one Class A ordinary share and one redeemable warrant of the Company. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share. For each public unit, one Class A ordinary share and one warrant will be issued.

Those public units not separated will continue to trade under the symbol “GIGGU.” The Class A ordinary shares and warrants are expected to trade under the ticker symbols “GIG” and “GIGGW,” respectively. Holders of public units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the public units into Class A ordinary shares and warrants.

The public units were initially offered by the Company in an underwritten offering, and Craft Capital Management LLC acted as a joint book-running manager with EF Hutton LLC in the offering.

A final prospectus relating to and describing the final terms of the offering has been filed with the SEC. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from EF Hutton LLC, Attn: Syndicate Department, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 404-7002, by fax at (646) 861-4697, or by email at [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About GigCapital7 Corp.

GigCapital7 Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.


Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the separation of the public units into Class A ordinary shares and warrants. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Contact

Christine M. Marshall

Chief Financial Officer

[email protected]

(650) 276-7040