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
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Date of Report (Date of earliest event reported): October 23, 2025 |
GigCapital8 Corp.
(Exact name of Registrant as Specified in Its Charter)
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Cayman Islands |
001-42893 |
98-1868645 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1731 Embarcadero Rd., Suite 200 |
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Palo Alto, California |
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94303 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 650 276-7040 |
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value and one right to receive one-fifth of one Class A ordinary share |
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GIWWU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, $0.0001 par value |
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GIW |
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The Nasdaq Stock Market LLC |
Rights, one right to receive one-fifth of one Class A ordinary share, each five rights entitling the holder thereof to receive one Class A ordinary share upon the consummation of a business combination |
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GIWWR |
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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 October 23, 2025, 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 rights underlying such public units commencing on October 27, 2025. The Class A ordinary shares and the rights are expected to trade on the Nasdaq Global Market under the symbols “GIW” and “GIWWR,” 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 rights.
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 October 23, 2025
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.
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GIGCAPITAL8 CORP. |
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Dated: October 23, 2025 |
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By: |
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/s/ Dr. Avi S. Katz |
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Dr. Avi S. Katz |
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Chief Executive Officer |
GigCapital8 Corp. Announces the Separate Trading of its Class A Ordinary Shares and Rights Commencing October 27, 2025
Palo Alto, CA, October 23, 2025 (BUSINESS WIRE) – GigCapital8 Corp. (NASDAQ: GIWWU) (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 rights underlying such public units commencing on October 27, 2025. Each unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. Each five rights entitles the holder to receive one Class A ordinary share of the Company upon the consummation of a business combination. For each public unit, one Class A ordinary share and one-fifth of one right will be issued.
Those public units not separated will continue to trade under the symbol “GIWWU.” The Class A ordinary shares and rights are expected to trade under the ticker symbols “GIW” and “GIWWR,” 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 rights.
The public units were initially offered by the Company in an underwritten offering, and D. Boral Capital LLC acted as sole book-running manager 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 which may be obtained by contacting D. Boral Capital LLC, Attn: Syndicate Department, 590 Madison Ave., 39th Floor, New York, New York, by telephone at (212) 970-5150 or by email at [email protected]. Copies of the final prospectus can also 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 GigCapital8 Corp.
GigCapital8 Corp. is a Private-to-Public Equity (PPE)™ company, also known as a special purpose acquisition company (SPAC), with a Mentor-Investor™ methodology and a mission to partner with a high technology differentiating company to forge a successful path to the public markets through a business combination. GigCapital8 Corp. aims to partner with an innovative company with exceptional leaders in order to create an industry-leading partnership that will be successful for years to come.
Private-to-Public Equity (PPE)™ and “Mentor-Investor™ are trademarks of GigManagement, LLC, a member entity of GigCapital Global and affiliate of GigCapital8 Corp., used pursuant to agreement.
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.