GigCapital7 Corp. Files S-1/A Amendment

TL;DR

SPAC GigCapital7 Corp. filed an S-1/A amendment, signaling progress in its go-public journey.

AI Summary

GigCapital7 Corp. filed an S-1/A amendment on August 22, 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 registration process, which is a necessary step for a special purpose acquisition company (SPAC) before it can pursue a business combination.

Risk Assessment

Risk Level: medium — As a blank check company, GigCapital7 Corp.'s success is contingent on identifying and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-280015 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 6770 — SIC Code (Indicates the company operates in the 'BLANK CHECKS' industry.)

Key Players & Entities

• GigCapital7 Corp. (company) — Registrant
• August 22, 2024 (date) — Filing date
• Cayman Islands (location) — Jurisdiction of incorporation
• Dr. Avi S. Katz (person) — Chairman and Chief Executive Officer
• 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 (address) — Principal executive offices
• DLA Piper LLP (US) (company) — Legal counsel

FAQ

Key Financial Figures

• $250,000,000 — TO COMPLETION, DATED AUGUST 22, 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. On July 29, 2024, our Sponsor surrende
• $0.00623419 — e founder shares held by the Sponsor is $0.00623419. Furthermore, as a result, as of the da
• $1.15 — usly with this offering at the price of $1.15 per share. The private placement shares
• $250 million — an aggregate of approximately 97.67% of $250 million or $24.418 million of the public units
• $24.418 million — approximately 97.67% of $250 million or $24.418 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

Filing Documents

• d794575ds1a.htm (S-1/A) — 1635KB
• d794575dex51.htm (EX-5.1) — 18KB
• d794575dex52.htm (EX-5.2) — 33KB
• d794575dex231.htm (EX-23.1) — 2KB
• g794575dsp1.jpg (GRAPHIC) — 11KB
• g794575dsp194.jpg (GRAPHIC) — 5KB
• g794575g36p55.jpg (GRAPHIC) — 53KB
• 0001193125-24-205357.txt ( ) — 1784KB

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 over-allotment option to purchase additional public units is exercised in full), is payable upon the closing of this offering. There is no deferred underwriting commission payable to the underwriters. 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 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. The underwriters are offering the public units on a firm commitment basis. The underwriters expect to deliver the public units to purchasers on or about, [X], 2024, subject to customary closing conditions. Craft Capital Management LLC 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 underwriters take 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 c

Use of Proceeds

Use of Proceeds 98 Dividend Policy 101

Dilution

Dilution 102 Capitalization 104

Managements Discussion and Analysis of Financial Condition and Results of

Managements Discussion and Analysis of Financial Condition and Results of Operations 105 Proposed Business 112 Management 140 Principal Shareholders 153 Certain Relationships and Related Party Transactions 157

Description of Securities

Description of Securities 160 Securities Eligible For Future Sale 179 Material United States Federal Income Tax Considerations 184

Underwriting

Underwriting 195 Legal Matters 203 Experts 204 Where You Can Find Additional Information 205 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 thirteen groups of institutional investors (none of which are affiliated with any member of our management, other members of our Sponsor or any o

View Full Filing

View this S-1/A filing on SEC EDGAR