GigCapital7 Corp. Files S-1/A Amendment

TL;DR

GigCapital7 Corp. (GIG) filed an S-1/A, looks like they're still working on their SPAC plans.

AI Summary

GigCapital7 Corp. filed an S-1/A amendment on July 9, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303. Dr. Avi S. Katz serves as Chairman and Chief Executive Officer.

Why It Matters

This filing indicates GigCapital7 Corp. is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination and public listing for another entity.

Risk Assessment

Risk Level: medium — As a blank check company, GigCapital7 Corp. has no commercial operations and its success depends on identifying and completing a business combination, which carries inherent risks.

Key Numbers

• 333-280015 — SEC File Number (Identifies the specific registration statement)
• 6770 — SIC Code (Classifies the company as a 'Blank Checks' entity)

Key Players & Entities

• GigCapital7 Corp. (company) — Registrant
• 20240709 (date) — Filing date of amendment
• Cayman Islands (location) — Jurisdiction of incorporation
• 6770 (number) — Standard Industrial Classification Code
• 98-1790710 (number) — I.R.S. Employer Identification Number
• 1731 Embarcadero Rd., Suite 200 Palo Alto, CA 94303 (address) — Principal executive offices
• Dr. Avi S. Katz (person) — Chairman and Chief Executive Officer
• 333-280015 (number) — SEC File Number

FAQ

Key Financial Figures

• $250,000,000 — ECT TO COMPLETION, DATED JULY 9, 2024 $250,000,000 GigCapital7 Corp. 25,000,000 Units
• $10.00 — 5,000,000 units at an offering price of $10.00 each. Each unit consists of one share o
• $11.50 — ne Class A ordinary share at a price of $11.50 per share. Each warrant will become exe
• $0.01561 — neously with this offering at the price $0.01561 per warrant. We refer to these warrants
• $0.0001 — ordinary share for a purchase price of $0.0001. Subsequently on May 31, 2024, our Spon
• $100,000 — m us for an aggregate purchase price of $100,000, or $0.00588235 per share, of which up
• $0.00588235 — ggregate purchase price of $100,000, or $0.00588235 per share, of which up to 2,500,000 fou
• $0.01 — n this offering for a purchase price of $0.01 per share, or an aggregate purchase pri
• $3,000 — hare, or an aggregate purchase price of $3,000. As a result, as of the date of this pr
• $1.50 — neously with this offering at the price $1.50 per share. The private placement shares
• $250 million — to an aggregate of approximately 99% of $250 million or $247.5 million of the public units i
• $247.5 million — of approximately 99% of $250 million or $247.5 million of the public units in this offering at
• $0.024 — 00 $ 600,000 $ 249,400,000 (1) $0.024 per unit or $600,000 in the aggregate (
• $600,000 — 249,400,000 (1) $0.024 per unit or $600,000 in the aggregate (or $0.0209 per unit o
• $0.0209 — r unit or $600,000 in the aggregate (or $0.0209 per unit or $600,000 in the aggregate i

Filing Documents

• d794575ds1a.htm (S-1/A) — 1604KB
• d794575dex32.htm (EX-3.2) — 380KB
• d794575dex108.htm (EX-10.8) — 68KB
• d794575dex231.htm (EX-23.1) — 2KB
• d794575dex991.htm (EX-99.1) — 44KB
• d794575dex992.htm (EX-99.2) — 31KB
• d794575dex993.htm (EX-99.3) — 26KB
• d794575dex994.htm (EX-99.4) — 2KB
• d794575dex995.htm (EX-99.5) — 3KB
• d794575dex996.htm (EX-99.6) — 2KB
• d794575dex997.htm (EX-99.7) — 2KB
• g794575g36p55.jpg (GRAPHIC) — 53KB
• 0001193125-24-176897.txt ( ) — 2239KB

Underwriting

Underwriting Discount (1) Proceeds, Before Expenses, to us Per Unit $ 10.00 $ 0.024 $ 9.976 Total $ 250,000,000 $ 600,000 $ 249,400,000 (1) $0.024 per unit or $600,000 in the aggregate (or $0.0209 per unit or $600,000 in the aggregate if the underwriters option to purchase additional units is exercised in full), is payable upon the closing of this offering. There is no deferred underwriting commission payable to the underwriter. Upon consummation of the offering, $10.00 per public unit sold in this offering (whether or not the over-allotment option has been exercised, and whether exercised in full or 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. The underwriter is offering the public units on a firm commitment basis. The underwriter expects to deliver the public units to purchasers on or about, [X], 2024, subject to customary closing conditions. EF Hutton LLC The date of this prospectus is , 2024 Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Use of Proceeds

Use of Proceeds 95 Dividend Policy 98

Dilution

Dilution 99 Capitalization 101

Managements Discussion and Analysis of Financial Condition and Results ofOperations

Managements Discussion and Analysis of Financial Condition and Results ofOperations 102 Proposed Business 109 Management 137 Principal Shareholders 150 Certain Relationships and Related Party Transactions 154

Description of Securities

Description of Securities 157 Securities Eligible For Future Sale 176 Certain United States Federal Income Tax Considerations 181

Underwriting

Underwriting 192 Legal Matters 200 Experts 201 Where You Can Find Additional Information 202 Index to Financial Statements F-1 Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus before investing Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association refer to the first amended and restated memorandum and articles of association of the company which will be adopted prior to the consummation of this offering; combined team refer to our management team and our other advisors, collectively; initial shareholders refer to holders of our founder shares and private placement shares prior to this offering; management or our management team refer to our directors and executive officers; non-managing investors refer to twelve groups of institutional investors (none of which are affiliated with any member of our management, other members of our Sponsor or any oth

View Full Filing

View this S-1/A filing on SEC EDGAR