NEW YORK--(BUSINESS WIRE)--As Hadron Energy, Inc. ("Hadron†) approaches its $1.2Bn SPAC merger with GigCapital7 Corp. (Nasdaq: GIG), the company showcases its proactive and foundational licensing approach with the U.S. Nuclear Regulatory Commission (NRC). Hadron's light-water design offers a clear advantage with the U.S. Nuclear Regulatory Commission (NRC), the nation's regulator for civilian nuclear power, which has decades of experience licensing this technology and currently oversees 94 oper. ...

NEW YORK--(BUSINESS WIRE)--Hadron Energy, Inc. ("Hadron†), a cutting-edge innovator in Micro Modular Reactor ("MMR†) technology, announced today that it has received an official White House communication recognizing the company's critical role in strengthening U.S. energy resilience and national defense infrastructure. The correspondence arrived just days before the federal government shutdown, highlighting the bipartisan urgency of accelerating advanced nuclear deployment to meet the nation's. ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section outlines GigCapital7 Corp.'s unaudited financial statements, management's discussion, market risk, and controls [Item 1. Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(Unaudited)) This section presents GigCapital7 Corp.'s unaudited condensed financial statements, covering balance sheets, income, equity, and cash flows, with detailed accounting notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The condensed balance sheets detail the company's financial position, showing increased assets from Trust Account securities and corresponding liabilities Condensed Balance Sheets | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------- | :-------------- | :------------------ | | Total Assets | 208,260,475 | 204,826,596 | | Cash | 610,700 | 1,344,228 | | Cash and marketable securities in Trust Account | 207,423,035 | 203,188,704 | | Total Liabilities | 686,801 | 415,222 | | Warrant liability | 557,850 | 241,735 | | Class A ordinary shares subject to possible redemption | 207,323,035 | 203,088,704 | [Condensed Statement of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Statement%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The statement of operations shows net income driven by Trust Account interest, offset by expenses and warrant fair value changes Condensed Statement of Operations and Comprehensive Income (Loss) | Period | Net Income (Loss) ($) | Interest and Dividend Income (Trust Account) ($) | Change in Fair Value of Warrants ($) | | :----------------------------------------- | :---------------- | :----------------------------------- | :------------------------------- | | Three Months Ended June 30, 2025 | 1,544,026 | 2,130,352 | (201,942) | | Period from May 8, 2024 through June 30, 2024 | (64,401) | — | — | | Six Months Ended June 30, 2025 | 3,162,300 | 4,234,331 | (316,115) | | Period from May 8, 2024 through June 30, 2024 | (64,401) | — | — | Basic and Diluted Net Income Per Share | Period | Basic and Diluted Net Income Per Share (Class A) ($) | | :----------------------------------------- | :--------------------------------------------- | | Three Months Ended June 30, 2025 | 0.05 | | Six Months Ended June 30, 2025 | 0.09 | [Condensed Statement of Shareholders' Equity](index=5&type=section&id=Condensed%20Statement%20of%20Shareholders'%20Equity) This statement details changes in shareholders' equity, reflecting net income, share accretion, and reclassification adjustments Condensed Statement of Shareholders' Equity | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------- | :-------------- | :------------------ | | Total Shareholders' Equity | 250,639 | 1,322,670 | | Net income (Six Months Ended June 30, 2025) | 3,162,300 | N/A | | Accretion of Class A ordinary shares to redemption value (Six Months Ended June 30, 2025) | (4,234,331) | N/A | [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) The cash flow statement shows net cash used in operating activities, primarily due to interest earned on trust account securities Condensed Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 ($) | Period from May 8, 2024 through June 30, 2024 ($) | | :------------------------------------------ | :----------------------------- | :-------------------------------------------- | | Net cash provided by (used in) operating activities | (733,528) | 1 | | Cash at end of period | 610,700 | 60,566 | | Interest and dividends earned on cash and marketable securities held in Trust Account | (4,234,331) | — | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide detailed explanations for the financial statements, covering organization, accounting policies, IPO, related parties, equity, and fair value [Note 1. Basis of Presentation](index=7&type=section&id=Note%201.%20Basis%20of%20Presentation) This note details GigCapital7 Corp.'s formation as a SPAC, its IPO, Trust Account proceeds, and liquidity concerns without a business combination - GigCapital7 Corp. was incorporated on May 8, 2024, as a Cayman Islands exempted company, formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination[22](index=22&type=chunk) - The company consummated its Initial Public Offering (IPO) on **August 30, 2024**, selling **20,000,000 public units** at **$10.00 per unit**, generating gross proceeds of **$200,000,000**[25](index=25&type=chunk)[26](index=26&type=chunk) - Net proceeds of **$200,000,000** from the IPO were placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds[29](index=29&type=chunk)[31](index=31&type=chunk) - The company has **21 months** from the closing date of the Offering to complete its initial Business Combination, after which it will redeem public shares and liquidate[36](index=36&type=chunk) - As of June 30, 2025, the Company had **$610,700 in cash** and working capital of **$686,993**, and its business plan is dependent on completing a Business Combination, raising substantial doubt about its ability to continue as a going concern[39](index=39&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note details accounting policies, including GAAP, emerging growth status, net income per share, redeemable shares, and warrant liabilities - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[42](index=42&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at their redemption value, as their redemption rights are outside the company's control[48](index=48&type=chunk) - Warrants are accounted for as liabilities at fair value on the condensed balance sheets and are subject to remeasurement at each balance sheet date, with changes recognized in other income (expense)[56](index=56&type=chunk) Class A Ordinary Shares Subject to Possible Redemption | Metric | Amount (June 30, 2025) ($) | | :------------------------------------------ | :--------------------- | | Class A ordinary shares subject to possible redemption | 207,323,035 | [Note 3. Offering](index=15&type=section&id=Note%203.%20Offering) This note details the IPO, including public unit sales, warrant terms, and private placement of Class B ordinary shares - The Company completed its IPO on **August 30, 2024**, selling **20,000,000 public units** at **$10.00 per unit**[59](index=59&type=chunk) - Each public unit consists of one Class A ordinary share and one redeemable public warrant, exercisable for one Class A ordinary share at **$11.50**[59](index=59&type=chunk) - Public warrants become exercisable on the later of 30 days after the business combination or 12 months from the offering closing, and expire five years after the business combination or earlier upon redemption/liquidation[60](index=60&type=chunk) - Simultaneously with the IPO, **2,826,087 Class B ordinary shares** were sold to non-managing investors in a private placement at **$1.15 per share**, generating **$3,250,000**[62](index=62&type=chunk) [Note 4. Related Party Transactions](index=15&type=section&id=Note%204.%20Related%20Party%20Transactions) This note details Founder-related transactions, including Class B share activity, private placement warrants, and administrative services - The Founder initially purchased **17,000,000 Class B ordinary shares** for **$100,000**, but later forfeited **2,000,000 shares** due to the underwriters not exercising their over-allotment option[64](index=64&type=chunk) - The Founder purchased **3,719,000 private placement warrants** at **$0.01561 per warrant**, exercisable for Class A ordinary shares at **$11.50 per share**[65](index=65&type=chunk) - The Company has an administrative services agreement to pay GigManagement, LLC (an affiliate of the Founder) **$30,000 per month** for office space and administrative support[69](index=69&type=chunk) [Note 5. Shareholders' Equity](index=19&type=section&id=Note%205.%20Shareholders'%20Equity) This note outlines authorized and outstanding preferred, Class A, and Class B ordinary shares, and details warrant terms - The Company is authorized to issue **1,0

PART I [Item 1. Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements of GigCapital7 Corp. for the period ended March 31, 2025, including balance sheets, statements of operations and comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, significant accounting policies, offering details, related party transactions, shareholders' equity components, and fair value measurements [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) | ASSETS / LIABILITIES & EQUITY | March 31, 2025 | December 31, 2024 | | :------------------------------ | :------------- | :---------------- | | **ASSETS** | | | | Cash | $926,474 | $1,344,228 | | Cash & marketable securities in Trust Account | $205,292,683 | $203,188,704 | | Total Assets | $206,535,255 | $204,826,596 | | **LIABILITIES & EQUITY** | | | | Total Current Liabilities | $149,699 | $173,487 | | Warrant liability | $355,908 | $241,735 | | Total Liabilities | $505,607 | $415,222 | | Class A ordinary shares subject to possible redemption | $205,192,683 | $203,088,704 | | Total Shareholders' Equity | $836,965 | $1,322,670 | - Total assets increased from **$204.8 million** to **$206.5 million**, primarily driven by an increase in cash and marketable securities held in the Trust Account[9](index=9&type=chunk) - Warrant liability increased from **$241,735** to **$355,908**, reflecting changes in fair value[9](index=9&type=chunk) [Condensed Statement of Operations and Comprehensive Income](index=4&type=section&id=Condensed%20Statement%20of%20Operations%20and%20Comprehensive%20Income) | Item | Three Months Ended March 31, 2025 | | :-------------------------------------------- | :-------------------------------- | | Revenues | $— | | General and administrative expenses | $371,833 | | Loss from operations | $(371,833) | | Change in fair value of warrants | $(114,173) | | Interest and dividend income on marketable securities held in Trust Account | $2,103,979 | | Net income and comprehensive income | $1,618,274 | | Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $0.05 | | Basic and diluted net income per share, Class B non-redeemable ordinary shares | $0.05 | - The company reported net income of **$1,618,274** for the three months ended March 31, 2025, primarily driven by interest and dividend income from the Trust Account, offsetting operating expenses and warrant fair value changes[12](index=12&type=chunk) [Condensed Statement of Shareholders' Equity](index=5&type=section&id=Condensed%20Statement%20of%20Shareholders'%20Equity) | Item | Shares | Amount ($) | Additional Paid-In Capital ($) | Retained Earnings ($) | Shareholders' Equity ($) | | :-------------------------------------- | :----------- | :--------- | :----------------------------- | :-------------------- | :----------------------- | | Balances as of December 31, 2024 | 13,333,333 | 1,333 | - | 1,321,337 | 1,322,670 | | Accretion of Class A ordinary shares to redemption value | — | — | (2,103,979) | — | (2,103,979) | | Reclass of negative additional paid-in capital to retained earnings | — | — | 2,103,979 | (2,103,979) | — | | Net income | — | — | — | 1,618,274 | 1,618,274 | | Balance as of March 31, 2025 | 13,333,333 | 1,333 | — | 835,632 | 836,965 | - Total shareholders' equity decreased from **$1,322,670** at December 31, 2024, to **$836,965** at March 31, 2025, primarily due to accretion of Class A ordinary shares to redemption value and a reclassification, partially offset by net income[15](index=15&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) | OPERATING ACTIVITIES | For the Three Months Ended March 31, 2025 | | :-------------------------------------------------------------------------------- | :---------------------------------------- | | Net income | $1,618,274 | | Adjustments to reconcile net income to net cash used in operating activities: | | | Change in fair value of warrant liability | $114,173 | | Interest and dividends earned on cash and marketable securities held in Trust Account | $(2,103,979) | | Net cash used in operating activities | $(417,754) | | Cash at beginning of period | $1,344,228 | | Cash at end of period | $926,474 | - Net cash used in operating activities was **$417,754** for the three months ended March 31, 2025, primarily due to the impact of interest and dividends earned on Trust Account assets, despite positive net income[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1. Basis of Presentation](index=7&type=section&id=Note%201.%20Basis%20of%20Presentation) - GigCapital7 Corp. was incorporated on May 8, 2024, as a Cayman Islands exempted company, formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination[21](index=21&type=chunk) - The company completed its initial public offering (IPO) of **20,000,000** public units at **$10.00** per unit on August 30, 2024, generating **$200 million** in gross proceeds, with net proceeds placed in a Trust Account[25](index=25&type=chunk)[28](index=28&type=chunk) - As of March 31, 2025, the company had **$926,474** in cash and working capital of **$1,039,133**, but its ability to continue as a going concern is dependent on completing a Business Combination[38](index=38&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in conformity with GAAP and SEC rules, reflecting normal recurring adjustments[39](index=39&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value, as their redemption rights are outside the company's control[47](index=47&type=chunk) - Warrants not indexed to the company's own shares are accounted for as liabilities at fair value, subject to remeasurement at each balance sheet date[55](index=55&type=chunk) [Note 3. Offering](index=14&type=section&id=Note%203.%20Offering) - On August 30, 2024, the company sold **20,000,000** public units at **$10.00** each, consisting of one Class A ordinary share and one redeemable warrant[58](index=58&type=chunk) - Public warrants become exercisable **30** days after Business Combination or **12** months from Offering close, expiring five years after Business Combination or earlier upon redemption/liquidation[59](index=59&type=chunk) - Simultaneously with the Offering, non-managing investors purchased **2,826,087** Class B ordinary shares at **$1.15** per share in a private placement[61](index=61&type=chunk) [Note 4. Related Party Transactions](index=14&type=section&id=Note%204.%20Related%20Party%20Transactions) - The Founder purchased **17,000,000** Class B ordinary shares for **$100,000**, later forfeiting **2,000,000** shares due to the over-allotment option not being exercised[63](index=63&type=chunk) - The Founder also purchased **3,719,000** private placement warrants at **$0.01561** per warrant, exercisable for Class A ordinary shares at **$11.50** per share[64](index=64&type=chunk) - The company has an administrative services agreement to pay GigManagement, LLC, an affiliate of the Founder, **$30,000** per month for office space and support[68](index=68&type=chunk) [Note 5. Shareholders' Equity](index=15&type=section&id=Note%205.%20Shareholders'%20Equity) - As of March 31, 2025, there were no preferred shares issued, **20,000,000** Class A ordinary shares subject to possible redemption, and **13,333,333** Class B ordinary shares issued and outstanding[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - A total of **23,719,000** warrants (public and private placement) were outstanding as of March 31, 2025, exercisable at **$11.50** per share[75](index=75&type=chunk)[72](index=72&type=chunk) [Note 6. Fair Value Instruments](index=17&type=section&id=Note%206.%20Fair%20Value%20Instruments) - The company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable inputs[77](index=77&type=chunk)[78](index=78&type=chunk) - Private placement warrants are classified as Level 2 financial instruments, valued based on observable data approximating public warrant fair value after public trading commenced[79](index=79&type=chunk) | Description | Level | March 31, 2025 | December 31, 2024 | | :-------------------------------------------- | :---- | :------------- | :---------------- | | **Assets:** | | | | | Cash and marketable securities held in Trust Account | 1 | $205,292,683 | $203,188,704 | | **Liabilities:** | | | | | Warrant liability | 2 | $355,908 | $241,735 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting its nature as a blank check company, the absence of operating revenues, and its liquidity and capital resources, primarily derived from its initial public offering and private placements [Special Note Regarding Forward-Looking Statements](index=20&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[83](index=83&type=chunk) - The company disclaims any intention or obligation to update or revise forward-looking statements unless required by applicable securities law[83](index=83&type=chunk) [Overview](index=20&type=section&id=Overview) - GigCapital7 Corp. is a newly organized Private-to-Public Equity (PPE) company, or SPAC, formed to acquire or combine with one or more businesses[84](index=84&type=chunk) - The company has not yet selected a specific business combination target and intends to use IPO proceeds, private placement funds, and potentially debt or equity for the acquisition[84](index=84&type=chunk) - Issuance of additional ordinary or preferred shares during a business combination may dilute existing investors, subordinate rights, or affect control[85](index=85&type=chunk) [Results of Operations and Known Trends or Future Events](index=22&type=section&id=Results%20of%20Operations%20and%20Known%20Trends%20or%20Future%20Events) - The company has not engaged in operations or generated revenues to date, with activities focused on organizational tasks, the Offering, and identifying a target business[87](index=87&type=chunk) - Net income for the three months ended March 31, 2025, was **$1,618,274**, primarily from interest income on Trust Account assets, offsetting operating expenses and warrant fair value changes[88](index=88&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) - Liquidity needs have been met through the sale of founder shares, public units (**$198.7 million** net), private placement warrants (**$58,060**), and private placement shares (**$3.25 million**)[89](index=89&type=chunk) - As of March 31, 2025, **$205,292,683** was held in the Trust Account, invested in U.S. government treasury bills or money market funds[91](index=91&type=chunk) - Cash used in operating activities for the three months ended March 31, 2025, was **$417,754**[92](index=92&type=chunk) - The company had **$926,474** cash outside the Trust Account as of March 31, 2025, for working capital and due diligence, with potential need for additional financing if current funds are insufficient[95](index=95&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of March 31, 2025, the company has not entered into any off-balance sheet financing arrangements[97](index=97&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) - The company has no long-term debt or capital lease obligations, but has agreements to pay **$30,000** monthly for administrative services and **$20,000** monthly for CFO accounting services[98](index=98&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) - Key accounting policies include treatment as an Emerging Growth Company, Net Income Per Ordinary Share calculation, classification of Ordinary Shares subject to possible redemption, and Warrant Liability accounting[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company assesses its exposure to market and interest rate risks, concluding that due to the short-term, U.S. government treasury-backed nature of its Trust Account investments, there is no material exposure to interest rate risk - As of March 31, 2025, the company was not subject to any material market or interest rate risk[105](index=105&type=chunk) - Funds in the Trust Account are invested only in U.S. government treasury bills with maturities of **185** days or less or in money market funds investing solely in U.S. government obligations, minimizing interest rate risk[105](index=105&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the company's disclosure controls and procedures, confirming their effectiveness as of March 31, 2025, with no material changes in internal control over financial reporting, while also acknowledging the inherent limitations of any control system [Disclosure Controls and Procedures](index=25&type=section&id=Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required under the Exchange Act[106](index=106&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[107](index=107&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There have been no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter[108](index=108&type=chunk) [Inherent Limitations on Effectiveness of Controls](index=25&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) - The effectiveness of any internal control system is subject to inherent limitations, including judgment and the inability to eliminate misconduct completely, providing reasonable, not absolute, assurance[109](index=109&type=chunk) PART II [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently subject to any material legal proceedings, nor is it aware of any threatened against it or its officers/directors - The company is not currently subject to any material legal proceedings, nor are any threatened against it or its officers or directors[111](index=111&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section supplements previously disclosed risk factors with a new one concerning the potential adverse effects of changes in international trade policies, tariffs, and treaties on the company's search for and completion of a business combination, as well as the post-combination business - A new risk factor highlights that changes in international trade policies, tariffs, and treaties may materially adversely affect the company's ability to find and complete an initial business combination[113](index=113&type=chunk)[114](index=114&type=chunk) - Such changes could negatively impact the attractiveness of target businesses, reduce the pool of potential targets, and adversely affect the post-business combination company's operations and financial results[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, including founder shares, consulting shares, private placement shares, and private placement warrants, all issued under Section 4(a)(2) of the Securities Act to accredited investors. It also outlines the use of proceeds from the initial public offering [Founder and Consulting Shares](index=26&type=section&id=Founder%20and%20Consulting%20Shares) - The Founder purchased a net of **12,207,246** Class B ordinary shares for **$100,000**, with **2,000,000** shares forfeited due to the over-allotment option not being exercised[117](index=117&type=chunk) - An additional **300,000** Class B ordinary shares were sold to a consultant for **$3,000** for services related to the Offering[117](index=117&type=chunk) - These shares were issued under the Section 4(a)(2) exemption of the Securities Act to accredited investors[118](index=118&type=chunk) [Private Placement Shares](index=27&type=section&id=Private%20Placement%20Shares) - **2,826,087** Class B ordinary shares were sold to institutional investors at **$1.15** per share in a private placement concurrent with the Offering[119](index=119&type=chunk) - These shares were issued under the Section 4(a)(2) exemption of the Securities Act to accredited investors[120](index=120&type=chunk) [Private Placement Warrants](index=27&type=section&id=Private%20Placement%20Warrants) - The Founder purchased **3,719,000** private placement warrants at **$0.01561** per warrant, exercisable for Class A ordinary shares at **$11.50** per share[121](index=121&type=chunk) - These warrants were issued under the Section 4(a)(2) exemption of the Securities Act to the Founder, an accredited investor[122](index=122&type=chunk) [Use of Proceeds](index=27&type=section&id=Use%20of%20Proceeds) - The company's Registration Statement for its **$200.0 million** Offering was declared effective on August 28, 2024[123](index=123&type=chunk) - On August 30, 2024, the company consummated the Offering of **20,000,000** public units at **$10.00** per unit, generating **$200,000,000** in gross proceeds[125](index=125&type=chunk) - As of March 31, 2025, **$926,474** in cash was held outside the Trust Account for working capital purposes[126](index=126&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company - This item is not applicable[128](index=128&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[129](index=129&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - No other information is reported under this item[130](index=130&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (**31.1**, **31.2**, **32.1***, **32.2***)[131](index=131&type=chunk) - Inline XBRL documents (**101.INS**, **101.SCH**, **101.CAL**, **101.DEF**, **101.LAB**, **101.PRE**) and the Cover Page Interactive Data File (**104**) are also filed[131](index=131&type=chunk) Signatures - The report was signed on May 6, 2025, by Dr. Avi S. Katz, Chief Executive Officer and Chairman, and Christine M. Marshall, Chief Financial Officer[135](index=135&type=chunk)

[PART I](index=4&type=section&id=PART%20I) [Item 1. Business.](index=4&type=section&id=Item%201.%20Business.) GigCapital7 Corp. is a SPAC targeting TMT, AI/ML, and other tech sectors, aiming to complete a business combination within 21 months - GigCapital7 Corp. is a SPAC targeting **TMT, AI/ML, cybersecurity, MedTech, semiconductor, and sustainable industries** for a business combination[14](index=14&type=chunk)[16](index=16&type=chunk) IPO Details and Funds | Metric | Value | | :-------------------------------- | :------------------- | | IPO Date | August 30, 2024 | | Units Offered | 20,000,000 | | Price Per Unit | $10.00 | | Gross Proceeds | $200,000,000 | | Funds in Trust Account (as of Dec 31, 2024) | $203,188,704 | | Business Combination Deadline | 21 months from IPO closing | - The company's strategy focuses on identifying a business combination target that complements management's expertise in **digital transformation and intelligent automation**[19](index=19&type=chunk)[22](index=22&type=chunk) - The target business must have a fair market value of at least **80% of the trust account funds**, approved by independent directors[27](index=27&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - Public shareholders retain redemption rights for a pro rata share of the trust account, while initial shareholders waive these rights for their founder and private placement shares[39](index=39&type=chunk)[44](index=44&type=chunk) [Item 1A. Risk Factors.](index=15&type=section&id=Item%201A.%20Risk%20Factors.) The company faces substantial risks as a blank check company, including business combination failure, dilution, and macroeconomic impacts - The company is a blank check company with **no operating history or revenues**, making its business objective uncertain[76](index=76&type=chunk)[292](index=292&type=chunk) - Failure to complete a business combination within **21 months** will lead to liquidation, with public shareholders receiving approximately **$10.00 per share** and warrants expiring worthless[76](index=76&type=chunk)[93](index=93&type=chunk)[114](index=114&type=chunk) - Initial shareholders control approximately **40% of outstanding ordinary shares**, potentially influencing business combination votes[81](index=81&type=chunk)[82](index=82&type=chunk)[177](index=177&type=chunk) - Significant dilution to public shareholders is possible upon business combination, with an implied value of **$6.00 per share** compared to the **$10.00 IPO price**[254](index=254&type=chunk)[255](index=255&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) - The company's likely classification as a **Passive Foreign Investment Company (PFIC)** could result in adverse U.S. federal income tax consequences for investors[80](index=80&type=chunk)[286](index=286&type=chunk) - Macroeconomic turbulence, global conflicts, and inflation may adversely affect the company's ability to complete a business combination and impact target businesses[98](index=98&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Item 1B. Unresolved Staff Comments.](index=63&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) There are no unresolved staff comments from the SEC - No unresolved staff comments[326](index=326&type=chunk) [Item 1C. Cybersecurity](index=63&type=section&id=Item%201C.%20Cybersecurity) As a SPAC, the company's cybersecurity risks are limited to its financial accounts, with oversight by the Audit Committee - As a SPAC, the company has limited operations, with assets solely in its **Trust account and operating bank account**[327](index=327&type=chunk) - The company has not experienced any cybersecurity attacks in **2024**[327](index=327&type=chunk) - Cybersecurity risk management involves a **third-party IT consultant**, monitoring tools, and Audit Committee oversight with regular management reports[328](index=328&type=chunk)[329](index=329&type=chunk) [Item 2. Properties.](index=65&type=section&id=Item%202.%20Properties.) Corporate offices are located in Palo Alto, with a monthly fee of **$30,000** paid to a Sponsor affiliate - Corporate offices are located at **1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303**[330](index=330&type=chunk) - A monthly fee of **$30,000** is paid to a Sponsor affiliate for office space and administrative services, considered favorable[330](index=330&type=chunk) [Item 3. Legal Proceedings.](index=65&type=section&id=Item%203.%20Legal%20Proceedings.) The company is not currently involved in any legal proceedings - No legal proceedings[331](index=331&type=chunk) [Item 4. Mine Safety Disclosures.](index=66&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) The company has no mine safety disclosures - No mine safety disclosures[332](index=332&type=chunk) [PART II](index=67&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.](index=67&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) Company units, shares, and warrants began trading on Nasdaq in September 2024, with no dividends planned before a business combination - The company's units (**GIGGU**), Class A ordinary shares (**GIG**), and warrants (**GIGGW**) began separate trading on Nasdaq on **September 11, 2024**[335](index=335&type=chunk)[338](index=338&type=chunk) Market Prices (Q3-Q4 2024) | Period | Units (GIGGU) High | Units (GIGGU) Low | Ordinary Shares (GIG) High | Ordinary Shares (GIG) Low | Warrants (GIGGW) High | Warrants (GIGGW) Low | | :----------------------- | :------------------- | :------------------ | :------------------------- | :------------------------ | :---------------------- | :-------------------- | | Q3 2024 (from Aug 30) | $10.04 | $9.94 | $9.93 | $9.91 | $0.06 | $0.05 | | Q4 2024 (from Sep 11) | $10.08 | $9.95 | $10.10 | $9.89 | $0.07 | $0.06 | - As of **March 4, 2025**, there were **28 holders of record** of the company's ordinary shares[339](index=339&type=chunk) - The company has not paid and does not intend to pay any cash dividends prior to a business combination[340](index=340&type=chunk) Recent Sales of Unregistered Securities | Security Type | Purchaser | Shares/Warrants | Price | Aggregate Proceeds | | :------------------------ | :-------------------------------- | :---------------- | :---------- | :----------------- | | Class B Ordinary Shares | Sponsor | 12,207,246 (net) | $0.00979696/share | $100,000 | | Class B Ordinary Shares | Consultant | 300,000 | $0.01/share | $3,000 | | Class B Ordinary Shares | Non-managing investors | 2,826,087 | $1.15/share | $3,250,000 | | Private Placement Warrants | Sponsor | 3,719,000 | $0.01561/warrant | $58,060 | - The IPO generated **$200,000,000** gross proceeds, all placed in the Trust Account, with the over-allotment option unexercised[350](index=350&type=chunk)[351](index=351&type=chunk) [Item 6. Reserved.](index=67&type=section&id=Item%206.%20Reserved.) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=70&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) As a SPAC with no operating history, the company reported **$2.38 million** net income, but faces going concern doubts - The company is a newly organized SPAC with **no operating history or revenues**, focused on identifying a business combination target[356](index=356&type=chunk)[359](index=359&type=chunk) Financial Performance (May 8, 2024 - Dec 31, 2024) | Metric | Amount | | :-------------------------------------------------- | :------------- | | Net Income | $2,378,292 | | Operating Expenses | $628,761 | | Change in Fair Value of Warrant Liability | ($183,675) | | Interest & Dividend Income (Trust Account) | $3,188,704 | | Interest Income (Operating Account) | $2,024 | | Cash Used in Operating Activities | ($821,914) | Liquidity and Capital Resources (as of Dec 31, 2024) | Metric | Amount | | :------------------------------------------ | :------------- | | Cash outside Trust Account | $1,344,228 | | Working Capital | $1,378,421 | | Cash & Marketable Securities in Trust Account | $203,188,704 | | Total Liabilities | $415,222 | - Substantial doubt exists regarding the company's ability to continue as a **going concern** due to lack of revenue and dependence on a business combination[385](index=385&type=chunk)[421](index=421&type=chunk) - The company has no off-balance sheet financing or long-term debt, aside from monthly administrative and accounting service fees[369](index=369&type=chunk)[370](index=370&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) Market risk is minimal, with Trust Account funds invested in short-term U.S. government obligations, limiting interest rate exposure - The company's activities are limited to organizational tasks and identifying a business combination, with **no operating revenues**[377](index=377&type=chunk) - Trust Account funds of **$203,188,704** are invested in short-term U.S. government obligations, resulting in minimal interest rate risk[377](index=377&type=chunk)[378](index=378&type=chunk) [Item 8. Financial Statements and Supplementary Data.](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) Audited financial statements for 2024 are presented, with the auditor noting a **going concern** uncertainty due to lack of revenue - Financial statements for the period from **May 8, 2024 (inception)** through **December 31, 2024**, conform with GAAP[384](index=384&type=chunk)[422](index=422&type=chunk) - The auditor's report expresses substantial doubt about the company's **going concern** ability due to lack of revenue and business combination dependence[385](index=385&type=chunk) Key Financial Statement Data (as of/for period ended Dec 31, 2024) | Metric | Amount | | :------------------------------------------ | :------------- | | Total Assets | $204,826,596 | | Total Liabilities | $415,222 | | Class A Ordinary Shares Subject to Redemption | $203,088,704 | | Total Shareholders' Equity | $1,322,670 | | Net Income | $2,378,292 | | Net Cash Used in Operating Activities | ($821,914) | | Net Cash Provided by Financing Activities | $202,166,142 | - Private placement warrants are accounted for as a **Level 2 liability** at fair value, with changes reported in earnings[375](index=375&type=chunk)[437](index=437&type=chunk)[462](index=462&type=chunk) - Class A ordinary shares subject to redemption are classified as temporary equity at a redemption value of **$10.15 per share** as of **December 31, 2024**[374](index=374&type=chunk)[418](index=418&type=chunk)[429](index=429&type=chunk)[430](index=430&type=chunk) [Note 1. Description of Organization and Business Operations](index=81&type=section&id=Note%201.%20Description%20of%20Organization%20and%20Business%20Operations) The company, incorporated on May 8, 2024, as a Cayman Islands SPAC, completed its IPO in August 2024, raising **$200 million** for a Trust Account - GigCapital7 Corp. was incorporated on **May 8, 2024**, as a Cayman Islands exempted company and is an **'emerging growth company'**[404](index=404&type=chunk) - The IPO on **August 30, 2024**, sold **20,000,000 public units** at **$10.00 each**, generating **$200,000,000** gross proceeds for the Trust Account[408](index=408&type=chunk)[411](index=411&type=chunk) - Simultaneous private placements included **2,826,087 Class B ordinary shares** for **$3,250,000** and **3,719,000 private placement warrants** for **$58,060**[409](index=409&type=chunk)[410](index=410&type=chunk) - The company has **21 months** from IPO closing to complete a business combination, or it will liquidate and redeem public shares[419](index=419&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=83&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) The company's financial statements adhere to GAAP, with specific policies for emerging growth company status, EPS, redeemable shares, and warrant liability valuation - Financial statements are prepared in conformity with **GAAP and SEC rules**, reflecting normal recurring adjustments[422](index=422&type=chunk) - The company, as an **emerging growth company**, elected not to opt out of the extended transition period for new accounting standards[423](index=423&type=chunk) - Net income per ordinary share is computed using weighted-average shares, with diluted EPS equaling basic EPS due to unfulfilled warrant contingencies[424](index=424&type=chunk) - Cash and marketable securities in the Trust Account are classified as **trading securities** at fair value, with gains/losses recognized in income[426](index=426&type=chunk) - Conditionally redeemable Class A ordinary shares are classified as **temporary equity** at redemption value, outside shareholders' equity[429](index=429&type=chunk)[430](index=430&type=chunk) - Warrants not indexed to the company's shares are accounted for as **liabilities at fair value**, with changes recognized in other income (expense)[437](index=437&type=chunk) [Note 3. Offering](index=86&type=section&id=Note%203.%20Offering) The company's IPO on August 30, 2024, involved selling **20 million** public units at **$10.00** each, including Class A shares and redeemable warrants - On **August 30, 2024**, the company sold **20,000,000 public units** at **$10.00 each**, comprising Class A ordinary shares and redeemable public warrants[439](index=439&type=chunk) - Public warrants are exercisable at **$11.50 per share**, becoming exercisable 30 days post-business combination or 12 months post-IPO, expiring five years later[440](index=440&type=chunk) - The underwriters' **45-day over-allotment option** for **3,000,000 public units** expired unexercised on **October 25, 2024**[441](index=441&type=chunk) - Non-managing investors purchased **2,826,087 Class B ordinary shares** at **$1.15 per share** in a simultaneous private placement[442](index=442&type=chunk) [Note 4. Related Party Transactions](index=87&type=section&id=Note%204.%20Related%20Party%20Transactions) Related party transactions include the Sponsor's acquisition of founder shares and private placement warrants, and a **$30,000** monthly administrative services fee - The Sponsor initially purchased **17,000,000 Class B ordinary shares** for **$100,000**, ultimately holding **10,207,246 founder shares** after forfeiture[445](index=445&type=chunk) - The Sponsor purchased **3,719,000 private placement warrants** at **$0.01561 per warrant**, exercisable at **$11.50 per share**[446](index=446&type=chunk) - Founder shares and private placement warrants are subject to transfer restrictions post-business combination[447](index=447&type=chunk)[448](index=448&type=chunk) - An administrative services agreement requires a **$30,000 monthly payment** to GigManagement, LLC, a Founder affiliate, for office and administrative support[450](index=450&type=chunk) [Note 5. Shareholders' Equity](index=88&type=section&id=Note%205.%20Shareholders'%20Equity) The company is authorized to issue preferred, Class A, and Class B ordinary shares, with **23,719,000 warrants** outstanding as of December 31, 2024 - The company is authorized to issue **1,000,000 preferred shares**, **200,000,000 Class A ordinary shares**, and **50,000,000 Class B ordinary shares**[451](index=451&type=chunk)[452](index=452&type=chunk)[453](index=453&type=chunk) - As of **December 31, 2024**, **20,000,000 Class A ordinary shares** (subject to redemption) and **13,333,333 Class B ordinary shares** were outstanding[452](index=452&type=chunk)[453](index=453&type=chunk) - Warrants are exercisable at **$11.50 per share**, with potential exercise price adjustments based on capital raising and market value[454](index=454&type=chunk)[455](index=455&type=chunk) - As of **December 31, 2024**, **23,719,000 warrants** were outstanding[458](index=458&type=chunk) [Note 6. Fair Value Measurements](index=89&type=section&id=Note%206.%20Fair%20Value%20Measurements) The company uses a fair value hierarchy (Level 1, 2, 3) for assets and liabilities, with private placement warrants classified as **Level 2** liabilities - The company classifies assets and liabilities using a **fair value hierarchy (Level 1, 2, 3)** based on observable inputs[459](index=459&type=chunk)[460](index=460&type=chunk) - Private placement warrants are classified as a **Level 2 liability** after public trading, approximating their fair value[461](index=461&type=chunk)[462](index=462&type=chunk) Fair Value Measurements (as of Dec 31, 2024) | Description | Level | Amount | | :------------------------------------------ | :---- | :------------- | | Cash and marketable securities held in Trust Account | 1 | $203,188,704 | | Warrant liability | 2 | $241,735 | Warrant Valuation Assumptions (Issuance vs. Sep 11, 2024) | Assumption | Upon Issuance | As of Sep 11, 2024 | | :-------------------- | :-------------- | :----------------- | | Stock Price | $9.08 | $9.18 | | Volatility | 9.0% | 8.0% | | Risk-Free Interest Rate | 3.78% | 3.52% | | Exercise Price | $11.50 | $11.50 | | Time to Maturity (years) | 6.75 | 6.72 | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.](index=91&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[465](index=465&type=chunk) [Item 9A. Controls and Procedures.](index=91&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Disclosure controls and procedures were effective as of December 31, 2024, with no material changes in internal control over financial reporting - As of **December 31, 2024**, disclosure controls and procedures were deemed effective by the CEO and CFO[467](index=467&type=chunk) - No material changes in internal control over financial reporting occurred during **Q4 2024**[468](index=468&type=chunk) [Item 9B. Other Information.](index=91&type=section&id=Item%209B.%20Other%20Information.) There is no other information to report under this item - No other information[469](index=469&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](index=91&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) There are no disclosures regarding foreign jurisdictions that prevent inspections - No disclosures regarding foreign jurisdictions that prevent inspections[470](index=470&type=chunk) [PART III](index=92&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance.](index=92&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance.) Details executive officers, directors, and corporate governance, including board committees, ethics code, and conflict of interest policies Executive Officers and Directors (as of Dec 31, 2024) | Name | Age | Position | | :------------------------ | :-- | :------------------------------------------------ | | Dr. Avi S. Katz | 66 | Chairman of the Board of Directors and Chief Executive Officer | | Christine M. Marshall | 53 | Chief Financial Officer | | Dr. Raluca Dinu | 51 | Director | | Karen Rogge | 71 | Director | | Raanan I. Horowitz | 64 | Director | | Ambassador Adrian Zuckerman | 67 | Director | | Professor Darius Moshfeghi | 55 | Director | - The Board of Directors has three standing committees: **Audit, Compensation, and Nominating and Corporate Governance**, all composed of independent directors[488](index=488&type=chunk) - Ms. Rogge, Mr. Horowitz, Ambassador Zuckerman, and Professor Moshfeghi are independent directors, with Ms. Rogge as an **'audit committee financial expert'**[490](index=490&type=chunk)[501](index=501&type=chunk) - The company has adopted a **Code of Business Conduct and Ethics** and an **insider trading policy**[502](index=502&type=chunk)[503](index=503&type=chunk) - Conflicts of interest may arise from officer and director affiliations, but the company's charter renounces unoffered corporate opportunities[505](index=505&type=chunk)[506](index=506&type=chunk)[507](index=507&type=chunk) [Item 11. Executive Compensation.](index=103&type=section&id=Item%2011.%20Executive%20Compensation.) Executive and director compensation includes monthly fees for services, with **$20,000** for the CFO and **$6,000** quarterly advisory fees for directors - The company pays GigManagement, LLC **$30,000 per month** for office space and administrative services[517](index=517&type=chunk) - Christine M. Marshall, CFO, receives **$20,000 per month** for her services[518](index=518&type=chunk) Quarterly Advisory Fees for Directors | Director | Quarterly Compensation | | :------------------------ | :--------------------- | | Dr. Avi Katz | $6,000 | | Dr. Raluca Dinu | $6,000 | | Karen Rogge | $6,000 | | Raanan I. Horowitz | $6,000 | | Ambassador Adrian Zuckerman | $6,000 | | Professor Darius Moshfeghi | $6,000 | - No other compensation is paid to the Sponsor, executive officers, or directors prior to a business combination, except for expense reimbursement[522](index=522&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) The Sponsor, Dr. Avi S. Katz, and Dr. Raluca Dinu each beneficially own approximately **30.6%** of outstanding ordinary shares, influencing votes Beneficial Ownership (as of March 4, 2025) | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Ordinary Shares | | :----------------------------------- | :---------------------------------- | :---------------------------------------------------- | | GigAcquisitions7 Corp. | 10,207,246 | 30.6% | | Dr. Avi S. Katz | 10,207,246 | 30.6% | | Christine M. Marshall | — | — | | Dr. Raluca Dinu | 10,207,246 | 30.6% | | Karen Rogge | — | — | | Raanan I. Horowitz | — | — | | Ambassador Adrian Zuckerman | — | — | | Professor Darius Moshfeghi | — | — | - The Sponsor, Dr. Avi S. Katz, and Dr. Raluca Dinu each beneficially own approximately **30.6%** of outstanding ordinary shares, providing substantial voting influence[525](index=525&type=chunk)[526](index=526&type=chunk) - No compensation plans authorize the issuance of equity securities[523](index=523&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence.](index=105&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence.) This section details related party transactions, including founder shares, private placement warrants, administrative fees, and oversight by the Audit Committee - The Sponsor acquired founder shares at a nominal price and private placement warrants at **$0.01561 per warrant**[527](index=527&type=chunk)[530](index=530&type=chunk) - Founder shares and private placement shares, including underlying securities, are subject to transfer restrictions[531](index=531&type=chunk) - Affiliates may provide working capital loans, with up to **$1,500,000** convertible into private placement warrants[532](index=532&type=chunk) - Initial shareholders and private placement warrant holders are entitled to registration rights for their securities[533](index=533&type=chunk) - An Administrative Services Agreement mandates a **$30,000 monthly payment** to GigManagement, LLC for administrative services[535](index=535&type=chunk) - The Audit Committee reviews and approves related party transactions, ensuring terms are no less favorable than those from unaffiliated third parties[541](index=541&type=chunk)[543](index=543&type=chunk) [Item 14. Principal Accounting Fees and Services.](index=108&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Total accounting fees for the period from inception to December 31, 2024, amounted to **$191,849**, exclusively for audit services Principal Accounting Fees and Services (May 8, 2024 - Dec 31, 2024) | Fee Type | Amount | | :----------------- | :------------- | | Audit Fees | $191,849 | | Audit-Related Fees | $— | | Tax Fees | $— | | All Other Fees | $— | | **Total** | **$191,849** | - Audit fees cover professional services for financial statement audits and condensed financial statement reviews[546](index=546&type=chunk) - The audit committee appoints, compensates, and pre-approves all audit and permissible non-audit services from independent auditors[545](index=545&type=chunk) [PART IV](index=109&type=section&id=PART%20IV) [Item 15. Exhibits, Financial Statement Schedules.](index=109&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules.) This section lists all exhibits and financial statement schedules filed as part of the Annual Report on Form 10-K, including key agreements and certifications - This section lists exhibits filed or incorporated by reference as part of the **Annual Report on Form 10-K**[548](index=548&type=chunk) - Key exhibits include the **Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Insider Letter Agreement, and Registration Rights Agreement**[549](index=549&type=chunk) - Certifications by the Principal Executive Officer and Principal Financial Officer (Sarbanes-Oxley Act Sections **302 and 906**) are included[549](index=549&type=chunk) [Item 16. Form 10-K Summary](index=111&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[551](index=551&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to __________ Commission File Number: 001-42262 GigCapital7 Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1790710 ( ...