GigCapital7 Corp.(GIG) - 2024 Q4 - Annual Report

PART I Item 1. Business. 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][16] 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][22] - The target business must have a fair market value of at least 80% of the trust account funds, approved by independent directors[27][28][30] - 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][44] Item 1A. Risk Factors. 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][292] - 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][93][114] - Initial shareholders control approximately 40% of outstanding ordinary shares, potentially influencing business combination votes[81][82][177] - 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][255][262][263] - 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][286] - Macroeconomic turbulence, global conflicts, and inflation may adversely affect the company's ability to complete a business combination and impact target businesses[98][101][102] Item 1B. Unresolved Staff Comments. There are no unresolved staff comments from the SEC - No unresolved staff comments[326] Item 1C. Cybersecurity 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] - The company has not experienced any cybersecurity attacks in 2024[327] - Cybersecurity risk management involves a third-party IT consultant, monitoring tools, and Audit Committee oversight with regular management reports[328][329] Item 2. Properties. 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] - A monthly fee of $30,000 is paid to a Sponsor affiliate for office space and administrative services, considered favorable[330] Item 3. Legal Proceedings. The company is not currently involved in any legal proceedings - No legal proceedings[331] Item 4. Mine Safety Disclosures. The company has no mine safety disclosures - No mine safety disclosures[332] PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. 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][338] 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] - The company has not paid and does not intend to pay any cash dividends prior to a business combination[340] 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][351] Item 6. Reserved. This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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][359] 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][421] - The company has no off-balance sheet financing or long-term debt, aside from monthly administrative and accounting service fees[369][370] Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 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] - Trust Account funds of $203,188,704 are invested in short-term U.S. government obligations, resulting in minimal interest rate risk[377][378] Item 8. Financial Statements and Supplementary Data. 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][422] - The auditor's report expresses substantial doubt about the company's going concern ability due to lack of revenue and business combination dependence[385] 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][437][462] - 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][418][429][430] Note 1. Description of Organization and Business Operations 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] - 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][411] - 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][410] - The company has 21 months from IPO closing to complete a business combination, or it will liquidate and redeem public shares[419] Note 2. Summary of Significant Accounting Policies 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] - The company, as an emerging growth company, elected not to opt out of the extended transition period for new accounting standards[423] - Net income per ordinary share is computed using weighted-average shares, with diluted EPS equaling basic EPS due to unfulfilled warrant contingencies[424] - Cash and marketable securities in the Trust Account are classified as trading securities at fair value, with gains/losses recognized in income[426] - Conditionally redeemable Class A ordinary shares are classified as temporary equity at redemption value, outside shareholders' equity[429][430] - Warrants not indexed to the company's shares are accounted for as liabilities at fair value, with changes recognized in other income (expense)[437] Note 3. Offering 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] - 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] - The underwriters' 45-day over-allotment option for 3,000,000 public units expired unexercised on October 25, 2024[441] - Non-managing investors purchased 2,826,087 Class B ordinary shares at $1.15 per share in a simultaneous private placement[442] Note 4. Related Party Transactions 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] - The Sponsor purchased 3,719,000 private placement warrants at $0.01561 per warrant, exercisable at $11.50 per share[446] - Founder shares and private placement warrants are subject to transfer restrictions post-business combination[447][448] - An administrative services agreement requires a $30,000 monthly payment to GigManagement, LLC, a Founder affiliate, for office and administrative support[450] Note 5. Shareholders' Equity 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][452][453] - 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][453] - Warrants are exercisable at $11.50 per share, with potential exercise price adjustments based on capital raising and market value[454][455] - As of December 31, 2024, 23,719,000 warrants were outstanding[458] Note 6. Fair Value Measurements 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][460] - Private placement warrants are classified as a Level 2 liability after public trading, approximating their fair value[461][462] 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. 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] Item 9A. Controls and Procedures. 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] - No material changes in internal control over financial reporting occurred during Q4 2024[468] Item 9B. Other Information. There is no other information to report under this item - No other information[469] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. There are no disclosures regarding foreign jurisdictions that prevent inspections - No disclosures regarding foreign jurisdictions that prevent inspections[470] PART III Item 10. Directors, Executive Officers and Corporate Governance. 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] - Ms. Rogge, Mr. Horowitz, Ambassador Zuckerman, and Professor Moshfeghi are independent directors, with Ms. Rogge as an 'audit committee financial expert'[490][501] - The company has adopted a Code of Business Conduct and Ethics and an insider trading policy[502][503] - Conflicts of interest may arise from officer and director affiliations, but the company's charter renounces unoffered corporate opportunities[505][506][507] Item 11. Executive Compensation. 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] - Christine M. Marshall, CFO, receives $20,000 per month for her services[518] 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] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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][526] - No compensation plans authorize the issuance of equity securities[523] Item 13. Certain Relationships and Related Transactions, and Director Independence. 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][530] - Founder shares and private placement shares, including underlying securities, are subject to transfer restrictions[531] - Affiliates may provide working capital loans, with up to $1,500,000 convertible into private placement warrants[532] - Initial shareholders and private placement warrant holders are entitled to registration rights for their securities[533] - An Administrative Services Agreement mandates a $30,000 monthly payment to GigManagement, LLC for administrative services[535] - The Audit Committee reviews and approves related party transactions, ensuring terms are no less favorable than those from unaffiliated third parties[541][543] Item 14. Principal Accounting Fees and Services. 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] - The audit committee appoints, compensates, and pre-approves all audit and permissible non-audit services from independent auditors[545] PART IV Item 15. Exhibits, Financial Statement Schedules. 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] - Key exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Insider Letter Agreement, and Registration Rights Agreement[549] - Certifications by the Principal Executive Officer and Principal Financial Officer (Sarbanes-Oxley Act Sections 302 and 906) are included[549] Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[551]