U.S. Securities and Exchange Commission
April 8, 2026
Page
2
Pages 110-111
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware will
be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of
Delaware (or, in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other
state courts of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for certain stockholder litigation matters, which
could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. The proposed Domesticated GigCapital7 Charter will require, to the fullest extent permitted
by law, that (i) any derivative action or proceeding brought in our name or right or on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, agents or stockholders
to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws or as to which the DGCL confers
jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws, or (v) any
action asserting a claim governed by the internal affairs doctrine, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, in the event
that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware), in each
case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless we consent in writing to the selection of an alternative forum, with respect to claims that are not internal
corporate claims, stockholders, when acting in their capacity as stockholders or in the right of the Corporation, must bring any such claims only in the Court of Chancery of the State of Delaware or the United States District Court for the District
of Delaware, if such claims relate to the business of the Corporation, the conduct of its affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, in each case subject to the applicable court having personal
jurisdiction over the indispensable parties named as defendants. Direct claims brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such claims in the
U.S. federal courts, and pursuant to Section 29(a) of the Exchange Act, Domesticated GigCapital7 cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in the
Domesticated GigCapital7 Charter will not affect that direct claims under the Exchange Act are to be brought in the U.S. federal courts. Domesticated
GigCapital7 will be headquartered in California. Under a 2023 decision of the Ninth Circuit U.S. Court of Appeals, which is binding on lawsuits brought in U.S. federal courts located in California, forum selection provisions that require
stockholders of Delaware corporations to file derivative actions or proceedings in the Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Exchange Act, and therefore will be respected, which
may mean that no In addition, because the Court of Chancery does not have jurisdiction over claims brought
under the Exchange Act, any derivative claims under Section 14(a) need to be brought in the federal court
for the District of Delaware. can be brought in any court as the forum for such claims is restricted by
Section 27 of the Exchange Act to U.S. federal courts. In upholding the enforceability of the forum selection provision at issue in its decision, the Ninth Circuit Court of Appeal considered among other things both whether such forum selection
provision was void as an invalid waiver under Section 29(a) of the Exchange Act, and concluded that it was not, and also whether such forum selection provision was invalid as a matter of Delaware law under Section 115 of the DGCL and
similarly determined that it is not, stating that Section 115 is inapplicable because it does not address the validity of a forum-selection clause’s effect on federal claims. In doing so, the Ninth Circuit Court of Appeals interpreted
Delaware law to reach its conclusion that the forum selection provision was not contrary to Delaware law. In its decision, the Ninth Circuit Court of Appeals acknowledged that another U.S. Court of Appeals takes a contrary position to that of the
Ninth Circuit U.S. Court of Appeals, but concluded that such earlier decision by the other U.S. Court of Appeals failed to apply Delaware law correctly and therefore the analysis of such other U.S. Court of Appeals is flawed, and as such, the Ninth
Circuit Court of Appeals declined to follow such earlier decision. If the U.S. Supreme Court were to resolve this disagreement between the two U.S. Courts of Appeals against the decision of the Ninth Circuit U.S. Court of Appeals, or if the Delaware
Supreme Court were to reach a contrary determination concerning Delaware law, then any such derivative action under Section 14(a) of the Exchange Act involving Domesticated GigCapital7 would be maintainable in a U.S. federal court
notwithstanding the provision in the Domesticated GigCapital7 Charter. Any person or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of
and to have consented to the exclusive forum provisions in the Domesticated GigCapital7 Charter, and, if an action within the scope of the forum provision is filed in a court other than a court located within the State of Delaware, such stockholder
will be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought to enforce the forum provisions and to service of process through such
stockholder’s counsel in the foreign action. In addition, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by law, be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act. This federal forum provision pertaining to causes of action arising under the Securities Act does not apply to suits brought to enforce a duty or liability
created by the Exchange Act, or the rules and regulations thereunder, or to any other claim for which the U.S. federal courts have exclusive jurisdiction.
