As filed with the U.S. Securities and Exchange Commission on August 11, 2025.

Registration

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

REGISTRATION STATEMENT

 

GigCapital8 Corp.

(Exact name of registrant as specified in its charter)

 

 

1731 Embarcadero Rd., Suite 200

Palo Alto, 94303

(650)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Dr. Avi S. Katz

Chief Executive Officer and Chairman

GigCapital8 Corp.

1731 Embarcadero Rd., Suite 200

Palo Alto, 94303

(650)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule of the Exchange Act.

 

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 7(a)(2)(B) of the Securities Act. ☐

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

 

 

 

 

$220,000,000

GigCapital8 Corp.

22,000,000 Units

 

GigCapital8 Corp., a Cayman Islands exempted company (the “company”), is a newly organized Equity (PPE) company, also known as a blank check company or special purpose acquisition company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on companies in the aerospace and defense services, cybersecurity and secured communications and quantum-based command and control systems, and artificial intelligence and machine-learning industries.

This is an initial public offering of our securities. We are offering 22,000,000 units at an offering price of $10.00 each. Each unit consists of one Class A ordinary share and one right to receive one Class A ordinary share upon the consummation of an initial business combination. Each ten rights entitle the holder thereof to receive one Class A ordinary shareupon the consummation of our business combination. We will not issue fractional shares upon the conversion of the rights. As a result, you must hold rights in multiples of ten in order to receive shares for all of your rights upon the consummation of a business combination. We refer herein to the units sold in this offering as our “public units,” and the components thereof as our “public shares” and “public rights,” respectively. We have granted D. Boral Capital LLC, the representative of the underwriters of this offering, a option to purchase up to an additional 3,300,000 units solely to cover over-allotments, if any.

non-affiliated

one-tenth of

non-affiliated

At our formation on June 30, 2025, one Class B ordinary share that was allotted to Harneys Fiduciary (Cayman) Limited “Harneys Fiduciary”) upon our formation was transferred by Harneys Fiduciary to our sponsor and 8,099,613 Class B ordinary shares were issued to our sponsor for an aggregate purchase price of $25,000. On July 18, 2025, our sponsor surrendered 249,385 Class B ordinary shares to us (which were cancelled) for no consideration, with the resulting 7,850,229 founder shares paid for at a purchase price of $0.00318 per share, of which up to 1,023,943 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised during this offering. As a result, as of the date of this prospectus, we have 7,850,229 Class B ordinary shares, which we can transfer to permitted transferees as set forth in the subscription agreement. We refer to such 7,850,229 Class B ordinary shares throughout this prospectus as “founder shares.” The proceeds from the sale of the founder shares will not be placed in the trust account. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors.

Eight groups of institutional accredited investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the investors” throughout this prospectus, have committed to purchase an aggregate of (a) 2,964,203 Class B ordinary shares (of which up to 386,681 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised during this offering) at a purchase price per Class B ordinary

share of $0.023254, and (b) an aggregate of 242,475 private placement units (or up to 262,457 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $9.7374 per private placement unit, for an aggregate purchase price of $2,430,006 (or $2,624,578 if the underwriters’ option is exercised in full) in a private placement that will close simultaneously with the completion of this offering. We refer to the 2,964,203 Class B ordinary shares being issued to the investors throughout this prospectus as “private investor shares.”

sub-divisions,

non-managing

to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than basis upon conversion. In addition, because our sponsor and the investors acquired the private placement units, including the private placement shares, at a price of $9.7374 per private placement unit that is less than the amount paid by our public shareholders for the public units which we are selling in this offering, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. . In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to or in connection with the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 30% of the sum of (i) all ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the securities underlying the private placement units issued to the sponsor and investors, as described below), (ii) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) and (iii) minus any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than basis. If we increase or decrease the size of this offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our sponsor, on an basis, at 30% of our issued and outstanding ordinary shares upon the consummation of this offering. Prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, of our ordinary shares voting at the applicable general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A ordinary shares and holders of our Class B ordinary shares will vote together as a single class, with each share entitling the holder to one vote. In addition, to continue the company in a jurisdiction outside of the Cayman Islands, including the adoption of the

organizational documents for such jurisdiction, our board of directors will be able to approve such continuation and organizational documents without the vote of any holders of our Class A ordinary shares and Class B ordinary shares. Collectively, the sponsor’s 6,826,286 Class B ordinary shares and 95,200 private placement shares will represent 21.8% of all ordinary shares outstanding upon completion of this offering, assuming that the underwriters’ over-allotment option is not exercised. In addition, together with the investors’ 2,577,522 Class B ordinary shares and 242,475 private placement shares, the total founder shares, private investor shares and private placement shares of the sponsor and the investors will represent 30.7% of all 31,741,483 ordinary shares outstanding upon completion of this offering, assuming that the underwriters’ over-allotment option is not exercised.

See “

” for further discussion on our sponsor’s securities and compensation on page [ ]; “

” on page [ ], “

” on page [ ] “

” on page [ ], “

” on page [ ], and “

” on page [ ] and “

” on page [ ].

None of the investors have currently expressed to us an interest in purchasing any of the public units in this offering and neither us nor the representatives have had discussions with any investors regarding any purchases of public units in this offering. However, we expect that some or all of the investors may seek to purchase public units in the offering, but if they do indicate an interest in doing so, that a smaller amount of the public units in this offering will be offered by the underwriters to the investors than the amount for which the investors may express an interest. Furthermore, we would not expect any of the investors to express an interest to purchase more than 9.9% of the public units to be sold in this offering. There can be no assurance that the investors will acquire any public units, either directly or indirectly, in this offering, or as to the amount of the public units the investors will retain, if any, prior to or upon the consummation of our initial business combination. In addition, the underwriters have full discretion to allocate the public units to investors and may determine to sell a different number or no public units to the investors. If the investors purchase public units in the offering, and depending on how many public units are purchased by the investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. We do not expect any potential purchases of units by the investors to negatively impact our ability to meet the listing eligibility requirements of the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). The underwriters will receive the same upfront discounts and commissions on public units purchased by the investors in the offering, if any, as it will on the other public units sold to the public in this offering. In addition, although the investors have agreed to vote their private investor shares and private placement shares in favor of an initial business combination, none of the investors has any obligation to vote any public shares which they may hold in favor of our initial business combination. Nevertheless, regardless of the number of public units they may purchase, the investors will be incentivized to vote their public shares in favor of a business combination due to their ownership of private investor shares and private placement shares and private placement rights issued as part of the private placement units. In the event that the investors purchase such public units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders may be required to approve our initial business combination if all of our issued and outstanding shares are voted. However, because the investors are not obligated to continue owning any public shares following the closing of this offering and are not obligated to

vote any public shares in favor of our initial business combination, we cannot assure you that any of these investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such investors will vote on any business combination. Additionally, these investors have the potential to realize enhanced economic returns from their investments compared to other investors in this offering.

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, commencing on the date on which our securities are listed on Nasdaq, we will pay an affiliate of our sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Furthermore, we will pay our Chief Financial Officer up to $10,000 per month for her services to us. Upon consummation of this offering, we will repay a $100,000 loan made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. Additionally, our sponsor, our officers and directors or their affiliates may be paid finder’s fees, advisory fees, consulting fees or success fees in order to effectuate the completion of our initial business combination. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. “ [ ] ” [ ] “ ” [ ], “  [ ],

  [ ], “ [ ], “” [ ] “” [ ].

24-month

There is presently no public market for our public units, public shares or public rights. We intend to apply to list our public units on the Nasdaq, under the symbol “GIWWU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The public shares and the public rights constituting the public units will begin separate trading on the 52nd day following the date of this prospectus, unless the underwriters determine that an earlier date is acceptable, and subject to our filing a Current Report on Form with the SEC containing an audited balance sheet of ours reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the public units begin separate trading, we expect that our public shares and public rights will be listed on Nasdaq under the symbols “GIW” and “GIWWR,” respectively.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

Upon consummation of the offering, $10.00 per public unit sold in this offering (whether or not the option has been exercised, and whether exercised in full or in part) will be deposited into a segregated trust account located in the United States managed by Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period or (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period. We are exempt from rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) to protect investors in blank check companies, such as Rule 419. “”

 

 

1

 

acquisition of mGage from Blackstone for about $225 million in a cash and stock deal in June 2021. Prior to that time, Dr. Katz served as the Executive Chairman, Secretary, and Chief Executive Officer of GIG1. In March 2019, Dr. Katz founded GIG2, a Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG2 completed its initial public offering in June 2019, in which it sold 17,250,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG2 common stock, one warrant to purchase one share of GIG2 common stock, and one right to receive (1/20) of one share of GIG2 common stock, generating aggregate proceeds of about $173 million. On June 8, 2021, GIG2 completed its business combination with each of UpHealth Holdings, Inc. and Cloudbreak Health, LLC, and the company changed its name to UpHealth, Inc. and was listed on the NYSE under the new ticker symbol “UPH”, where it remained listed until 2024 when it was delisted from the NYSE and commenced trading on the OTC Pink, and subsequently on the OTC Expert Market, under the new ticker symbol “UPHL.” Dr. Katz initially served as the Chief Executive Officer of GIG2 until August 2019, when Dr. Dinu substituted for him in that position. He also served as the Executive Chairman and Secretary of GIG2 since inception until the closing of the business combination in June 2021, when Dr. Katz was appointed as the of the board of directors of UpHealth, becoming the sole Chairman of the Board of UpHealth in June 2022. In this capacity, Dr. Katz has steered many restructurings and refinancings of the company, including the sales of two divisions of the company — IGI, which was sold for $56 million in a cash deal to Belmar Pharma Solutions in June 2023, and Cloudbreak Health, which was sold for $180 million in a cash deal to GTCR in March 2024. In February 2020, Drs. Katz and Dinu GIG3, a Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG3 completed its initial public offering in May 2020, in which it sold 20,000,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG3 common stock and three-fourths (3/4) of one warrant to purchase one share of GIG3 common stock, generating aggregate proceeds of $200 million. On May 6, 2021, GIG3 completed its business combination with Lightning Systems, Inc., which did business as Lightning eMotors, and GIG3 retained such name. Lightning eMotors, Inc. was listed on the NYSE under the new ticker symbol “ZEV,” but now is listed on the OTC Expert Market under the ticker symbol “ZEVY.” Dr. Katz served as the Chief Executive Officer, Executive Chairman and Secretary of GIG3 since its inception until the closing of the business combination in May 2021, when Dr. Katz was appointed as the of the board of directors of Lightning eMotors and served in that position until October 2021 when he did not stand for reelection to the board of directors. In December 2020, Drs. Katz and Dinu GIG4, a Equity (PPE) company formed for the purpose of acquiring a company in the TMT and sustainable industries. GIG4 completed its initial public offering in February 2021, in which it sold 35,880,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG4 common stock and (1/3) of one (1) warrant to purchase one share of GIG4 common stock, generating aggregate proceeds of about $359 million. GIG4 listed on Nasdaq under the symbol “GIG.” In June 2021, GIG4 announced its agreement for a business combination with BigBear.ai Holdings, LLC. The business combination between GIG4 and BigBear.ai Holdings, LLC closed in December 9, 2021, and GIG4 was renamed BigBear.ai Holdings, Inc. BigBear.ai moved its listing from Nasdaq to the NYSE, where it is listed under the ticker symbol “BBAI.” Dr. Katz served as the Executive Chairman of GIG4 from its inception until the closing of the business combination with BigBear.ai on December 9, 2021, and since then and until March 2024, has continued to serve as a member of the board of directors of BigBear.ai. In February 2021, Drs. Katz and Dinu GigInternational1, Inc. a Equity (PPE) company formed for the purpose of acquiring a company in the TMT, A&D, mobility and semiconductor industries with a particular emphasis on the EMEA market. GigInternational1 completed its initial public offering in May 2021, in which it sold 20,900,000 units at a per unit price of $10.00, with each unit consisting of one share of GigInternational1 common stock and (1/2) of one (1) warrant to purchase one share of GigInternational1 common stock, generating aggregate proceeds of $209 million. GigInternational1 listed on Nasdaq under the symbol “GIW,” but in November 2022, decided to liquidate and dissolve the company rather than pursue a business combination, and in December 2022, GigInternational1 delisted from Nasdaq after liquidating its trust account. Dr. Katz was the Executive Chairman of GigInternational1 since its inception. Prior to launching his first (PPE) company in 2017, Dr. Katz dedicated 10 years to incept and bootstrap, develop and manage GigPeak, originally known as GigOptix, Inc. He served as Chairman of the Board, Chief Executive Officer and President of GigOptix /GigPeak from its inception in 2007 until its sale in April 2017 to IDT for

$250 million in cash. While Dr. Katz was at GigPeak’s helm, the company completed 10 M&A deals. From 2003 to 2005, Dr. Katz was the chief executive officer, president, and a member of the board of directors of Intransa, Inc. From 2000 to 2003, Dr. Katz was the chief executive officer, president and a member of the board of directors of Equator Technologies. Prior to it, Dr. Katz held several leadership positions over the span of his career within the TMT industry since serving as member of Technical Staff at AT&T Bell Laboratories between 1988 and 1994, and made numerous angel investments in high-tech companies around the world, being a serial entrepreneur. He holds many U.S. and international patents, authored and more than 350 published scientific and technical articles in reputable journals, and is the editor of a number of technical books. Dr. Katz is a global philanthropist, and among many other activities, serves as board member of the NY Philharmonic Company. He is a graduate of the 1976 class of the Israeli Naval Academy, graduate of the 1979 USA Naval ASW class, and holds a B.Sc. and Ph.D. in Materials from the Technion (Israel Institute of Technology). Dr. Katz is married to Dr. Dinu, one of our directors.

is our director. Dr. Dinu is the Chief Executive Officer, President, Secretary, serving in those roles since March 2024 and as a director of QT Imaging Holdings, Inc. (OTCQB: QTIH), since its inception by her and Dr. Katz as GIG5 in February 2021. Dr. Dinu has spent approximately 21 years in international executive positions within the TMT industry working for privately held companies and large enterprises. In these roles, Dr. Dinu has been instrumental in launching and accelerating entities, building teams, large scale fund-raising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing. She served as the Chief Executive Officer of GIG2 from August 2019 to June 2021 and as a member of its board of directors since March 2019 and has continued in that role after that company became UpHealth, Inc. She also served on the board of directors of GIG3 beginning in February 2020 and continued in that role after that company became Lightning eMotors, Inc. in May 2021 until October 2021. She has also served as a member of the board of directors of BigBear.ai Holdings, Inc. since its inception in December 2020 as GIG4 until March 2024, and prior to the December 2021 business combination, was also the President, Chief Executive Officer and Secretary of GIG4 since its inception in December 2020. Drs. Katz and Dinu GIG7 in May 2024, a Equity (PPE) company formed for the purpose of acquiring a company in the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industries, and Dr. Dinu has served on the board of directors of GIG7 since its inception. GIG7 completed its initial public offering in August 2024. Drs. Katz and Dinu also GigInternational1, Inc., a Equity (PPE) company formed for the purpose of acquiring a company in the TMT, A&D, mobility and semiconductor industries with a particular emphasis on the EMEA market. GigInternational1 completed its initial public offering in May 2021, and Dr. Dinu served as a director beginning with the inception of GigInternational1 and as the Chief Executive Officer, President and Secretary of GigInternational1 beginning in March 2021. In November 2022, GigInternational1 decided to liquidate and dissolve the company rather than pursue a business combination, and in December 2022, GigInternational1 delisted from Nasdaq after liquidating its trust account. Dr. Dinu also holds a 50% membership interest in GigManagement, LLC, and has served as a managing member of GigManagement, LLC since its inception. From April 2017 to May 2019, Dr. Dinu was the Vice President and General Manager of Optical Interconnects Division of Integrated Device Technology, Inc. (“IDT”) (Nasdaq: IDTI). Prior to that, she held several executive-level positions at GigPeak, Inc. (NYSE MKT: GIG) including Executive Vice President and Chief Operation Officer from April 2016 until it was acquired by IDT in April 2017, and before that, as its Executive Vice President of Global Sales and Marketing from August 2015 to April 2016, and as its Senior Vice President of Global Sales and Marketing from December 2014 to August 2015. From February 2014 to September 2017, Dr. Dinu was a member of the board of directors of in Campinas, Brazil, a joint venture that GigPeak established with the Centro de Pesquisa e Desenvolvimento em Telecomunicações (CPqD). From 2001 to 2008, Dr. Dinu was Vice President of Engineering at Lumera (Nasdaq: LMRA). Lumera was acquired by GigPeak in 2008, and Dr. Dinu joined GigPeak at that time. Dr. Dinu holds a B.Sc. in Physics and Ph.D. in Solid State Condensed Matter Physics from the University of Bucharest, and an

joined our company as Chief Financial Officer on June 30, 2025. Ms. Marshall is an accomplished finance leader with extensive expertise in GAAP, SEC reporting, SOX compliance, financial policies and procedures, process enhancements, mergers and acquisitions, debt offerings and operation accounting. Ms. Marshall has a proven track record of building and leading high performing teams throughout her long career. Prior to joining our company, Ms. Marshall was a consultant for the DeWinter Group from September 2023 to March 2024, and in that capacity, acted as the Interim Controller for one of their SaaS clients. Mr. Marshall has also been the chief financial officer of GIG7 since May 2024. From 2015 to 2023, Ms. Marshall was the Senior Director of Accounting, as well as for a portion that time, the Assistant Controller at Vocera Communications, Inc., a company supplying a wireless network-based software solution for voice communication in a variety of settings, which was acquired by Stryker Corporation in February 2022. Her extensive experience also includes acting as an External Reporting and Technical Accounting Consultant from 2009 until 2015 for a number of companies. From 2005 until 2007, Ms. Marshall also performed management and technical accounting functions in her role as External Reporting Manager at Adaptec, Inc., a computer storage company acquired by Microchip Technology. She was also previously a Senior Manager of Assurance and Advisory Services at Deloitte, one of the largest global accounting firms, from 1993 until 2004. Ms. Marshall holds a Bachelor of Science in Commerce from Santa Clara University and is a Certified Public Accountant (inactive) with the State of California.

will serve as our independent director upon the completion of this offering. V. Admiral (Ret.) was the Commander in Chief of the Israeli Navy, retiring in 2008 after serving more than 38 years. Throughout his service in the Israeli Navi, V. Admiral (Ret.) assumed the role as the Chief Commander of the missile boat flotilla and commander of the Naval Officers Academy, as well as held different commanding positions as a naval commander and as an officer at the Navy Headquarter. Between 1996 and 1999, V. Admiral (Ret.) served as Israel’s Defense attaché and the Head of the Israeli Ministry of Defense Mission in Singapore. As the Commander in Chief of the Israeli Navy, V. Admiral (Ret.) had a significant role in building the Israeli naval forces for the years to come. He executed the contract for the advance “Dolphin” type submarines from Germany and started the process of designing the next generation of the future corvette of the Israeli Navy. He was pivotal in leading the IDF’s decision to start using maritime UAVs for EEV maritime airborne surveillance missions. In 2007, V. Admiral (Ret.) achievements were rewarded with the highest decoration by the USA President for a foreign officer, the “Legion of Merit” and by the Italian President with the highest special decoration in appreciation for his contribution to the NATO forces. After his retirement in 2008, V. Admiral (Ret.) established a consulting firm that specializes in Defense, Homeland Security (HLS) and Cyber domains. V. Admiral (Ret.) and the firm’s professionals team specialize in analyzing security risks and identifying design security technology solutions for national and critical assets engaged with governments and international technology companies. The firm also advises on the development of national economic usage of EEZ waters. Since 2021, he has served as active board member for GaitMetrics, a Singapore based AI company that provides innovative, cutting-edge security and monitoring solutions for security markets. GaitMetrics technologies empower organizations with AI technology, radio tools for human detection, and synergistic and integrated human identification and monitoring systems. In parallel to his business operations, V. Admiral (Ret.) serves as the Chairman of the Israel Navy Veterans Association. V. Admiral (Ret.) holds a B.A. in Economics and an MBA from Haifa University and is a graduate of the USA Naval War College for senior officers in Newport, Rhode Island.

will serve as our independent director upon the completion of this offering. Over several decades, R. Admiral (Ret.) Omri has shared his vast maritime experience with Global

Subject Securities		Expiration Date		Natural Persons and Entities Subject to Restrictions		Exceptions to Transfer Restrictions
						directors are also subject to separate transfer restrictions on their founder shares and private placement units pursuant to the letter agreement described in the immediately preceding paragraphs.

Up to 1,023,943 of the founder shares and up to 386,681 of the private investor shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination as determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than

one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

Our letter agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with business combinations for certain other special purpose acquisition companies. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

The

non-managing

investors have agreed in their subscription agreements to the transfer restrictions with respect to the private investor shares and private placement units. Since such subscription agreements are bilateral contractual obligations of the company and such

non-managing

investors, the transfer restrictions may be amended without any vote of the public shareholders. However, the

non-managing

sponsor investors will not be subject to transfer restrictions or a

lock-up

agreement on any public units, public shares or public rights that they may purchase in this offering or thereafter.

See “

Summary

 —

 The Offering —

Transfer restrictions applicable to founder shares, private investor shares, private placement shares and private placement rights (and shares into which the rights convert).

”

Securities offered

22,000,000 public units (or 25,300,000 public units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each public unit consisting of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination, subject to the conditions described in this prospectus. Every ten rights entitle the holder to receive one ordinary share upon consummation of our initial business combination.

Listing of our securities and proposed symbols

We anticipate that the public units, as well as the public shares and public rights underlying the public units (once they begin separate trading), will be listed on Nasdaq under the symbols “GIWWU,” “GIW,” and “GIWWR,” respectively.

Each of the public units, public shares and public rights may trade separately on the 52nd day after the date of this prospectus unless the underwriters determine that an earlier date is acceptable. In no event will the underwriters allow separate trading of our public shares and public rights until we file a Current Report on Form 8-K with the SEC with an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. Once our public shares and public rights commence separate trading, the holders thereof will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the public units into public shares and public rights. No fractional rights will be issued upon separation of the public units and only whole rights will trade.

We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering, promptly upon the closing of this offering, which is anticipated to take place two business days from the date the public units commence trading. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over- allotment option. We will also include in the initial Current Report on Form 8-K, or any amendment thereto or subsequent filing, as applicable, information indicating if the underwriters have allowed separate trading of the public shares and public rights prior to the 52nd day after the date of this prospectus.

Issued and outstanding before this offering:

0 units

Issued and outstanding after this offering and the concurrent private placement:

22,337,675 units (1)

Issued and outstanding before this offering:

7,850,229 shares (2)

Issued and outstanding after this offering and the concurrent private placement:

31,741,483 shares (3)

Outstanding before this offering

0 rights

Outstanding after this offering and the concurrent private placement

22,337,675 (4)

Term of Rights

Except in cases where we are not the surviving company in an initial business combination, each holder of a right will automatically receive one-tenth (1/10 th ) of one Class A ordinary share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10 th ) of a Class A ordinary share of the new entity underlying each right upon consummation of the initial business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise determined by the board of directors as provided by Cayman Islands laws. As a result, you must hold rights in multiples of ten in order to receive shares for all of your rights upon closing of an initial business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless

(1)	Assumes no exercise of the underwriters’ over-allotment option, and includes, accordingly, (i) an aggregate of 22,000,000 public units and (ii) 337,675 private placement units purchased by our sponsor and non-managing investors.

(2)

Includes up to 1,023,943 founder shares issued to the sponsor that are subject to forfeiture if the over-allotment option is not exercised. Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of a holder on a one-for-one basis, subject to adjustment as described below adjacent to the caption “ Conversion of founder shares and private investor shares and anti-dilution rights ” and in our amended and restated memorandum and articles of association.

(3)

Assumes no exercise of the underwriters’ over-allotment option, and includes, accordingly, (i) an aggregate of 22,000,000 public shares, (ii) an aggregate of 9,403,808 Class B ordinary shares purchased by our sponsor and non-managing investors, and (iii) 337,675 private placement shares included in the private placement units purchased by our sponsor and non-managing investors.

(4)	Represents 22,000,000 public rights and 337,675 private placement rights.

Founder shares, private investor shares and private placement units

At our formation on June 30, 2025, one Class B ordinary share that was allotted to Harneys Fiduciary upon our formation was transferred by Harneys Fiduciary to our sponsor and 8,099,613 Class B ordinary shares were issued to our sponsor for an aggregate purchase price of $25,000. On July 18, 2025, our sponsor surrendered 249,385 Class B ordinary shares to us (which were cancelled) for no consideration, with the resulting 7,850,229 founder shares paid for at a purchase price of $0.00318 per share, of which up to 1,023,943 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised during this offering.

Our sponsor (or non-affiliated investors to which our sponsor assigns this subscription as described below) will subscribe to purchase an aggregate of 95,200 private placement units (including if the underwriters’ over-allotment option is exercised in full), at a price of $9.7374 per private placement unit, for an aggregate purchase price of $927,000 in a private placement that will close simultaneously with the closing of this offering. Each private placement unit sold in this private placement consists of one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination

The non-managing investors, which are eight groups of institutional accredited investors (none of which are affiliated with any member of our management, our sponsor or any other investor), have committed to purchase an aggregate of (a) 2,964,203 Class B ordinary shares (of which up to 386,681 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised during this offering) as the private investor shares at a purchase price per Class B ordinary share of $0.023254, and (b) an aggregate of 242,475 private placement units (or up to 262,457 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $9.7374 per private placement unit, for an aggregate purchase price of $2,430,006 (or $2,624,578 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the completion of this offering.

The number of founder shares and private investor shares, and the forfeiture mechanism underlying the founder shares and private investor shares, has been determined in order to ensure that the founder shares and private investor shares will collectively represent 30% of the outstanding ordinary shares upon completion of this offering and the exercise of the underwriters’ over-allotment option, if any (not including the private placement shares). If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share dividend or a share contribution

back to capital, as applicable, immediately prior to the consummation of the offering, in such amount so that the founder shares and private investor shares will continue collectively representing 30% of the issued and outstanding ordinary shares (not including the private placement shares) upon completion of this offering. Prior to the investment in the company of an aggregate of $25,000 by our sponsor, we had no assets, tangible or intangible.

A portion of the purchase price of the private placement units and private investor shares will be added to the proceeds of this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement units and private investor shares held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law).

The founder shares, private investor shares, private placement shares and shares issued upon conversion of the private placement rights upon the consummation of our initial business combination are identical to the public shares being sold in this offering, except that:

•

only holders of the founder shares and private investor shares have the right to vote on the appointment of directors prior to the completion of our initial business combination (by a majority of votes cast by the holders of the founder shares and private investor shares);

•

the founder shares, private investor and private placement units (including underlying securities) are subject to certain transfer restrictions, as described in more detail below;

•

as described below adjacent to the caption “ Voting arrangements with our sponsor, non-managing investors and related parties ,” our sponsor, officers and directors will each enter into a letter agreement with us, pursuant to which they will agree: (1) to waive their redemption rights with respect to their founder shares and private placement shares in connection with the consummation of our initial business combination or a tender offer conducted prior to a business combination or in connection with it; (2) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 24 months from the closing of this offering; and (3) to waive their redemption rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment to our company’s amended and restated memorandum and articles of association that would modify the substance or timing of our company’s obligation to redeem 100% of our company’s public shares if our company does not timely complete the initial business combination or with respect to any other provision relating to shareholders’ rights or pre-business combination activity. The non-managing investors have entered

into written agreements, pursuant to which they have agreed: (1) to waive their redemption rights with respect to their private investor shares and private placement shares held by them in connection with the consummation of our initial business combination or a tender offer conducted prior to a business combination or in connection with it; (2) to waive their rights to liquidating distributions from the trust account with respect to their private investor shares and private placement shares if we fail to complete our initial business combination within 24 months from the closing of this offering; and (3) to waive their redemption rights with respect to their private investor shares and private placement shares in connection with a shareholder vote to approve an amendment to our company’s amended and restated memorandum and articles of association that would modify the substance or timing of our company’s obligation to redeem 100% of our company’s public shares if our company does not timely complete the initial business combination or with respect to any other provision relating to shareholders’ rights or pre-business combination activity. Notwithstanding the foregoing, our initial shareholders will be entitled to liquidating distributions from the trust account with respect to any public shares purchased in this offering or on the open market after the completion of this offering if we fail to complete our initial business combination within the prescribed time frame;

•

the non-managing investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued the private investor shares and private placement units of our company. The non-managing investors are not required to (i) hold any public units, public shares or public rights they may purchase in this offering or thereafter for any amount of time, (ii) vote any public shares they may own at the applicable time in favor of our initial business combination (although the non-managing investors have agreed to vote their private investor shares and private placement shares in favor of an initial business combination), or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing investors will have the same rights to the funds held in the trust account with respect to the public shares comprising part of the public units they may purchase in this offering or otherwise acquire as the rights afforded to our other public shareholders. However, if the non-managing investors purchase public units or public shares or otherwise hold a substantial number of our public units or public shares, then the non-managing investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their ownership of private investor shares and private placement units.

•

the founder shares and private investor shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “ Conversion of founder shares and private investor shares and  anti-dilution rights ” and in our amended and restated memorandum and articles of association; and

•

the founder shares, private investor shares, private placement shares and any shares issued upon conversion of the private placement rights are entitled to registration rights.

Sponsor’s Securities and Compensation

The table below summarizes (i) the amount of founder shares issued or to be issued to the sponsor in connection with this offering and the price paid or to be paid by the sponsor for such securities, and (ii) the main items of compensation received or to be received by the sponsor or our affiliates:

		Description		Price Paid or Payable
Number of founder shares		7,850,229 founder shares (of which 1,023,943 are subject to forfeiture to the extent the underwriters do not exercise their over-allotment option)		$0.00318 per share
Number of private placement units		95,200 private placement units		$9.7374 per unit
Office space and general and administrative services		Monthly payments to GigManagement, LLC		$30,000 per month
Compensation to Chief Financial Officer		Monthly payments to Chief Financial Officer		Up to $10,000 per month
Working Capital Loans		Up to $1,500,000 in working capital loans, which loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit (1)		Working capital loans to finance transaction costs in connection with an initial business combination
Anti-dilution protection upon conversion of Class B ordinary shares		Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio		Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion

(1)

After the completion of this offering, our board of directors may approve working capital loans for the purpose of funding working capital, which loans may be converted into our private placement units. See “ Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may issue additional ordinary or preferred shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination, which would dilute the interest of our shareholders and likely present other risks. ” and “Risks Relating to our Securities — Unlike some other similarly structured blank check companies, our sponsor will receive additional Class  A ordinary shares if we issue shares to consummate an initial business combination. ”

 

 

 

 

 

 

non-managing

one-third

non-managing

non-managing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

50

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

 

 

 

 

 

 

 

 

 

 

 

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

RISKS

Summary of Risk Factors

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

non-managing

non-managing

non-managing

non-managing

non-managing

non-managing

per-share

non-managing

non-managing

pre-business

non-managing

non-managing

per-share

tax-efficient