GigCapital7 Corp.(GIG) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section outlines GigCapital7 Corp.'s unaudited financial statements, management's discussion, market risk, and controls Item 1. Condensed Financial Statements (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 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) 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 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 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 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 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] - 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][26] - 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][31] - 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] - As of June 30, 2025, the Company had $610,700 in cash and working capital of $686,993, and its business plan is dependent on completing a Business Combination, raising substantial doubt about its ability to continue as a going concern[39] Note 2. Summary of Significant Accounting Policies This note details accounting policies, including GAAP, emerging growth status, net income per share, redeemable shares, and warrant liabilities - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[42] - Class A ordinary shares subject to possible redemption are classified as temporary equity at their redemption value, as their redemption rights are outside the company's control[48] - Warrants are accounted for as liabilities at fair value on the condensed balance sheets and are subject to remeasurement at each balance sheet date, with changes recognized in other income (expense)[56] Class A Ordinary Shares Subject to Possible Redemption | Metric | Amount (June 30, 2025) ($) | | :------------------------------------------ | :--------------------- | | Class A ordinary shares subject to possible redemption | 207,323,035 | Note 3. Offering 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] - 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] - 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] - 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] Note 4. Related Party Transactions 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] - 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] - 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] Note 5. Shareholders' Equity 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