July 4, 2024
Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re: GigCapital7 Corp.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280015
Dear Avi S. Katz:
We have reviewed your 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.
Registration Statement on Form S-1
Cover Page
1. We note your disclosure that certain institutional investors, which you
refer to as "non-
managing investors," have expressed an interest to purchase up to
approximately 99% of
the units in this offering at the offering price. Please revise to
disclose the potential
material impact of these purchases on the public investors.
Additionally, please tell us
whether the potential limited number of public investors would impact
your eligibility to
list your securities on Nasdaq, clarify the number of non-managing
sponsor investors who
have expressed an interest in purchasing securities, and to the extent
material, identify
such investors. In addition, you also state that certain of these
non-managing investors
have committed to purchase shares from you in a private placement and
you define "non-
managing investors" on page 1 to refer to holders of your private
placement shares prior
to the offering. Please revise to clarify.
July 4, 2024
Page 2
Summary, page 1
2. We note that your risk factor disclosure exceeds 15 pages in length.
Please include in the
forepart of the prospectus a series of concise, bulleted or numbered
statements
summarizing the principal factors that make an investment in the
registrant or offering
speculative or risky. Please refer to Item 105 of Regulation S-K.
3. We note that you disclose that your management has sponsored other
special purpose
acquisition companies. Please revise to add balancing disclosures,
including the high level
of competition you may face in pursuing business combination transaction
candidates,
which may negatively impact the acquisition terms you are able to
negotiate. Revise to
add the current post-combination companies' ticker symbols. For example,
we noted that
UpHealth, Inc. and Lightning eMotors appear to be currently trading on
OTC Pink.
Risk Factors, page 38
4. Please revise to add a risk factor discussing the risks arising from the
reduced public float
because non-managing investors may purchase up to an aggregate of
approximately 99%
of the units in this offering.
5. Please include a risk factor that describes the potential material
effect on your
shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the
excise tax could
reduce the trust account funds available to pay redemptions or that are
available to the
combined company following a de-SPAC. Describe the risks of the excise
tax applying to
redemptions in connection with:
liquidations that are not implemented to fall within the meaning of
complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise
tax, the remaining shareholders that did not elect to redeem may
economically bear the
impact of the excise tax.
If we seek shareholder approval of our initial business combination. . ., page
38
6. Please expand your disclosures to also discuss the large number of
shares that may be
owned by the non-managing investors and associated risks regarding their
potential votes.
If we are deemed to be an investment company..., page 47
7. We note your disclosure regarding the consequences to you if you were
deemed to be an
investment company under the Investment Company Act. Please expand this
disclosure to
clarify that your warrants would expire worthless if you have to wind
down your
operations as a result of this status. Similarly, on page 63, please
expand the risk factor
"We may not be able to complete a business combination with certain
potential target
companies ..." to address that your warrants would expire worthless if
you are required to
liquidate.
July 4, 2024
Page 3
Management, page 131
8. Your disclosures, including on page 151 and in the risk factors, state
that your board
is classified. You also have disclosures, including on page 87,
indicating that your entire
board will be elected each year. Please revise to reconcile your
disclosures, and if you will
have a classified board, revise this section to indicate to which class
each director belongs.
Signatures, page II-5
9. Your disclosures indicate that your director nominees will become
directors at
effectiveness. Please revise your signature page to include the
signatures of at least a
majority of your board of directors, or advise.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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.