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

Filer Information GigCapital7 Corp., a Cayman Islands exempted company, filed its Q2 2025 Form 10-Q, classified as a non-accelerated, smaller reporting, and emerging growth company Company Details and Filer Status GigCapital7 Corp., a Cayman Islands exempted company, filed its Q2 2025 Form 10-Q, classified as a non-accelerated, smaller reporting, and emerging growth company - GigCapital7 Corp. is a Cayman Islands exempted company, filing a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] Filer Status as of June 30, 2025 | Filer Status | Designation | | :------------- | :---------- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☒ | - The registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act[4] Shares Outstanding as of August 7, 2025 | Share Class | Amount | | :------------ | :----- | | Class A ordinary shares | 20,000,000 | | Class B ordinary shares | 13,333,333 | PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section provides GigCapital7 Corp.'s unaudited condensed financial statements, including balance sheets, income statements, equity, and cash flows for Q2 2025 Condensed Balance Sheets Presents the Company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 Condensed Balance Sheet Highlights | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :------------ | :---------------- | | Cash | $610,700 | $1,344,228 | | Cash and marketable securities held in Trust Account | $207,423,035 | $203,188,704 | | Total Assets | $208,260,475 | $204,826,596 | | Warrant liability | $557,850 | $241,735 | | Total Liabilities | $686,801 | $415,222 | | Class A ordinary shares subject to possible redemption | $207,323,035 | $203,088,704 | | Total Shareholders' Equity | $250,639 | $1,322,670 | Condensed Statement of Operations and Comprehensive Income (Loss) Details the Company's revenues, expenses, and net income (loss) for the three and six months ended June 30, 2025 Condensed Statement of Operations Highlights | Metric | Three Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2025 ($) | Period from May 8, 2024 (Inception) through June 30, 2024 ($) | | :---------------------------------------------------------------- | :------------------------------- | :----------------------------- | :------------------------------------------------------- | | Revenues | $— | $— | $— | | General and administrative expenses | $384,593 | $756,426 | $64,402 | | Change in fair value of warrants | $(201,942) | $(316,115) | $— | | Interest and dividend income on marketable securities held in Trust Account | $2,130,352 | $4,234,331 | $— | | Net income (loss) and comprehensive income (loss) | $1,544,026 | $3,162,300 | $(64,401) | | Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $0.05 | $0.09 | $— | | Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares | $0.05 | $0.09 | $(0.01) | Condensed Statement of Shareholders' Equity Outlines changes in shareholders' equity, including net income and share transactions, for the periods presented Shareholders' Equity Changes (Six Months Ended June 30, 2025) | Metric | Amount ($) | | :------------------------------------------ | :----- | | Balances as of December 31, 2024 | $1,322,670 | | Accretion of Class A ordinary shares to redemption value | $(4,234,331) | | Reclass of negative additional paid-in capital to retained earnings | $4,234,331 | | Net income | $3,162,300 | | Balance as of June 30, 2025 | $250,639 | Shareholders' Equity Changes (Period from May 8, 2024 to June 30, 2024) | Metric | Amount ($) | | :------------------------------------------ | :----- | | Balances as of May 8, 2024 (inception) | $— | | Issuance of Class B ordinary shares to founder and advisor | $103,000 | | Surrender of Class B ordinary shares by Founder | $— | | Net loss | $(64,401) | | Balances at June 30, 2024 | $38,599 | Condensed Statement of Cash Flows Summarizes the Company's cash inflows and outflows from operating, investing, and financing activities Condensed Statement of Cash Flows Highlights | Metric | Six Months Ended June 30, 2025 ($) | Period from May 8, 2024 (Inception) through June 30, 2024 ($) | | :---------------------------------------------------------------- | :----------------------------- | :------------------------------------------------------- | | Net income (loss) | $3,162,300 | $(64,401) | | Net cash provided by (cash used) in operating activities | $(733,528) | $1 | | Net cash provided by financing activities | $— | $60,565 | | Net increase (decrease) in cash | $(733,528) | $60,566 | | Cash at end of period | $610,700 | $60,566 | Notes to Unaudited Condensed Financial Statements Provides detailed explanations and disclosures supporting the unaudited condensed financial statements Note 1. Basis of Presentation Details the Company's SPAC formation, IPO, Trust Account, business combination process, liquidity, and going concern considerations - 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 an IPO of 20,000,000 public units at $10.00 per unit on August 30, 2024, generating $200,000,000 in gross proceeds Simultaneously, it completed private placements of Class B ordinary shares ($3,250,000) and warrants ($58,060)[26][27][28] - 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, and will be released upon completion of a Business Combination or redemption of public shares[29][31][32] - The Company has 21 months from the IPO closing to complete an initial Business Combination, otherwise, it will redeem public shares and liquidate[36] - As of June 30, 2025, the Company had $610,700 in cash and working capital of $686,993, with no present revenue, raising substantial doubt about its ability to continue as a going concern without a Business Combination[39] Note 2. Summary of Significant Accounting Policies Outlines key accounting policies, including GAAP conformity, EGC status, EPS calculation, redeemable share classification, and warrant liability accounting - The Company's unaudited condensed interim financial statements are prepared in conformity with GAAP and SEC rules, reflecting normal recurring adjustments[40] - As an Emerging Growth Company (EGC), the Company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt new standards at the same time as private companies[42] - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value, as their redemption rights are outside the Company's control[48] Class A Ordinary Shares Subject to Possible Redemption | Metric | Amount ($) | | :---------------------------------------------------------- | :------------ | | Class A ordinary shares subject to possible redemption, December 31, 2024 | $203,088,704 | | Accretion of carrying value to redemption value - three months ended March 31, 2025 | $2,103,979 | | Accretion of carrying value to redemption value - three months ended June 30, 2025 | $2,130,352 | | Class A ordinary shares subject to possible redemption, June 30, 2025 | $207,323,035 | - 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, with changes recognized in other income (expense)[56] Note 3. Offering Describes the Company's IPO of public units, including share and warrant terms, underwriting, and simultaneous private placement - On August 30, 2024, the Company sold 20,000,000 public units at $10.00 each, with each unit consisting of one Class A ordinary share and one redeemable public warrant[59] - Public warrants are exercisable for whole shares at $11.50 per share, becoming exercisable 30 days after a business combination or 12 months from the IPO closing, and expiring five years after the business combination or earlier upon redemption/liquidation[60] - The underwriters' 45-day over-allotment option for 3,000,000 additional public units expired unexercised on October 12, 2024[61] - Simultaneously with the IPO, non-managing investors purchased 2,826,087 Class B ordinary shares at $1.15 per share in a private placement, with proceeds used for due diligence and administrative expenses[62] Note 4. Related Party Transactions Details transactions with related parties, including Founder Shares, private placement warrants, registration rights, and administrative services agreements - The Founder initially purchased 17,000,000 Class B ordinary shares (Founder Shares) for $100,000 Following the expiration of the over-allotment option, the Founder forfeited 2,000,000 Founder Shares on October 25, 2024[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, with similar exercise and expiration terms as public warrants[65] - Initial shareholders and permitted transferees are entitled to registration rights for their securities[68] - The Company pays GigManagement, LLC, an affiliate of the Founder, $30,000 per month for office space, administrative services, and secretarial support[69] Note 5. Shareholders' Equity Provides details on authorized and outstanding share capital, including Preferred, Class A, Class B Ordinary Shares, and warrant terms - The Company is authorized to issue 1,000,000 preferred shares, but none were issued or outstanding as of June 30, 2025, and December 31, 2024[70] - 20,000,000 Class A ordinary shares were issued and outstanding and subject to possible redemption as of June 30, 2025, and December 31, 2024[71] - 13,333,333 Class B ordinary shares were issued and outstanding as of June 30, 2025, and December 31, 2024, after various issuances, forfeitures, and surrenders[72] - Warrants (both public and private placement) are exercisable at $11.50 per share, subject to adjustment, and become exercisable on the later of 30 days after a business combination or 12 months from the IPO closing, expiring five years after the business combination or earlier upon redemption[73][74] - As of June 30, 2025, and December 31, 2024, there were 23,719,000 warrants outstanding[76] Note 6. Fair Value Instruments Explains fair value measurements, asset/liability classification using the fair value hierarchy, and details Trust Account securities and warrant liability - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on the observability of inputs used in valuation[77][79][80] - Private placement warrants were initially Level 3 but reclassified to Level 2 after public warrants began trading separately, as their fair value approximates that of public warrants[81] Fair Value Measurements as of June 30, 2025 and December 31, 2024 | Description | Level | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :---- | :------------ | :---------------- | | Assets: Cash and marketable securities held in Trust Account | 1 | $207,423,035 | $203,188,704 | | Liabilities: Warrant liability | 2 | $557,850 | $241,735 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, results of operations, SPAC nature, liquidity, capital resources, critical accounting policies, and forward-looking statements Overview The Company is a SPAC formed for a business combination, with no target yet, planning various financing methods that may dilute equity or incur debt - GigCapital7 Corp. is a newly organized Private-to-Public Equity (PPE) company (SPAC) formed to effect a business combination, without a specific target selected yet[86] - The Company plans to effectuate its initial business combination using cash from its IPO, sale of private placement warrants, common or preferred equity, debt, or a combination thereof[86] - Issuing additional ordinary shares or preferred shares may significantly dilute existing equity interests, subordinate rights of ordinary shareholders, or cause a change in control[87] - Incurring significant indebtedness could lead to default, acceleration of obligations, inability to obtain additional financing, or limitations on dividends and operational flexibility[93] Results of Operations and Known Trends or Future Events The Company has no operating revenues, generating non-operating income from Trust Account interest, and anticipates increased public company and due diligence expenses - The Company has not engaged in operations or generated revenues since inception, with activities focused on its formation, IPO, and identifying a business combination target[89] - Non-operating income is generated from interest income on cash and marketable securities from the IPO proceeds[89] - The Company expects to incur increased expenses due to being a public company (legal, financial reporting, accounting, auditing) and for due diligence related to acquisitions[89] Net Income (Loss) Summary | Period | Net Income (Loss) ($) | | :------------------------------------------------------- | :---------------- | | Three months ended June 30, 2025 | $1,544,026 | | Six months ended June 30, 2025 | $3,162,300 | | Period from May 8, 2024 (inception) through June 30, 2024 | $(64,401) | Key Income/Expense Components (Six Months Ended June 30, 2025) | Component | Amount ($) | | :---------------------------------------------------------------- | :----- | | Interest income on marketable securities held in Trust Account | $4,234,331 | | Operating expenses | $756,426 | | Other expense from change in fair value of warrant liability | $316,115 | Liquidity and Capital Resources Liquidity is from IPO and private placements, with most funds in the Trust Account, and additional financing may be needed for operations or a business combination - Liquidity needs have been met through $100,000 from founder shares, $198,680,082 net proceeds from public units, $3,000 from consultant shares, $58,060 from private placement warrants, and $3,250,000 from private placement shares[92] - As of June 30, 2025, $207,423,035 was held in the Trust Account, invested in money market funds meeting Rule 2a-7 conditions[94] Cash Flow from Operating Activities | Period | Net Cash Provided by (Used in) Operating Activities ($) | | :------------------------------------------------------- | :------------------------------------------------ | | Six months ended June 30, 2025 | $(733,528) | | Period from May 8, 2024 (inception) through June 30, 2024 | $1 | - Substantially all funds in the Trust Account are intended for acquiring a target business and related expenses[97] - As of June 30, 2025, the Company had $610,700 in cash outside the Trust Account for working capital If insufficient, the Company may manage cash flow, raise additional funds from the Sponsor, or seek external financing[99][100] Off-Balance Sheet Arrangements As of June 30, 2025, the Company has no off-balance sheet financing arrangements, special purpose entities, guaranteed debt, or non-financial asset purchases - As of June 30, 2025, the Company has not entered into any off-balance sheet financing arrangements, special purpose entities, guaranteed debt, or purchased non-financial assets[102] Contractual Obligations The Company has no long-term debt or lease obligations, only administrative and CFO accounting service agreements as of June 30, 2025 - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of June 30, 2025[103] - Contractual obligations include a $30,000 monthly fee to GigManagement, LLC for administrative services and a $20,000 monthly fee to the Chief Financial Officer for accounting services[103] Critical Accounting Policies Highlights critical accounting policies, including EGC status, EPS calculation, redeemable share classification, and warrant liability accounting - The Company, as an Emerging Growth Company (EGC), has elected not to opt out of the extended transition period for new accounting standards[105] - Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding, with warrants excluded from diluted EPS calculation due to unfulfilled contingencies[106] - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value due to redemption rights outside the Company's control[107][108] - 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[109] Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company had no material market or interest rate risk as of June 30, 2025, due to Trust Account investments in short-term U.S. government securities - As of June 30, 2025, the Company was not subject to any material market or interest rate risk[110] - Funds in the Trust Account are invested 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, limiting interest rate risk exposure[110] Item 4. Controls and Procedures Addresses disclosure controls and procedures, management's effectiveness evaluation, changes in internal control, and inherent limitations of control systems Disclosure Controls and Procedures Defines disclosure controls and procedures designed for timely and accurate reporting under the Exchange Act - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required under the Exchange Act[111] Evaluation of Disclosure Controls and Procedures Management concluded the Company's disclosure controls and procedures were effective as of June 30, 2025 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[112] Changes in Internal Control over Financial Reporting Reports no material changes in internal control over financial reporting during the most recent fiscal quarter - There have been no material changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter[113] Inherent Limitations on Effectiveness of Controls Acknowledges that any internal control system has inherent limitations, providing reasonable, not absolute, assurance of objectives - Any system of internal control, including the Company's, is subject to inherent limitations and can only provide reasonable, not absolute, assurance of achieving control objectives[114] PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is not involved in 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 is any material legal proceeding threatened against it or its officers or directors[116] Item 1A. Risk Factors Supplements risk factors, emphasizing potential adverse effects of international trade policy changes on business combination and post-combination results - Changes in international trade policies, tariffs, and treaties may materially adversely affect the Company's search for a business combination target, its ability to complete a business combination, and/or its business and financial condition post-combination[118] - Significant increases in tariffs or other trade policy changes could negatively impact the attractiveness of potential targets, reduce the pool of available companies, and adversely affect the post-business combination company's operations and financial results[119][120][121] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details unregistered sales of equity securities (Founder, Consulting, Private Placement Shares/Warrants) and the use of IPO proceeds Founder and Consulting Shares Describes the issuance and forfeiture of Founder Shares and the sale of Class B ordinary shares to a consultant - The Founder purchased a net of 12,207,246 Class B ordinary shares for $100,000, with 2,000,000 shares forfeited on October 25, 2024[122] - 300,000 Class B ordinary shares were sold to a consultant for $3,000 for consulting services[123] - These shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act, with holders being accredited investors[123] Private Placement Shares Details the private placement of Class B ordinary shares to institutional investors simultaneous with the IPO - Institutional investors purchased 2,826,087 Class B ordinary shares at $1.15 per share in a private placement simultaneous with the Offering[124] - These private placement shares were issued under the Section 4(a)(2) exemption, with investors being accredited[125] Private Placement Warrants Describes the private placement of warrants to the Founder, exercisable for Class A ordinary shares - The Founder purchased 3,719,000 private placement warrants at $0.01561 per warrant, exercisable for $11.50 per share, simultaneously with the Offering[126] - These warrants were issued under the Section 4(a)(2) exemption, with the Founder being an accredited investor[127] Use of Proceeds Outlines the effective registration statement, gross proceeds from the IPO, and cash held outside the Trust Account - The Company's initial Registration Statement for $200.0 million was declared effective on August 28, 2024[128] - On August 30, 2024, the Company consummated the Offering of 20,000,000 public units at $10.00 per unit, generating gross proceeds of $200,000,000[130] - As of June 30, 2025, $610,700 in cash was held outside the Trust Account for working capital purposes[131] Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the current reporting period - Not applicable[133] Item 4. Mine Safety Disclosures This item is not applicable to the Company for the current reporting period - Not applicable[134] Item 5. Other Information No other information is reported under this item - None[135] Item 6. Exhibits Lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents List of Exhibits | Exhibit Number | Description | | :------------- | :---------- | | 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | | 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | SIGNATURES This section contains the official signatures for the Quarterly Report on Form 10-Q Report Signatures The report is signed by the Chief Executive Officer and Chief Financial Officer of GigCapital7 Corp. on August 8, 2025 - The report is signed by Dr. Avi S. Katz, Chief Executive Officer and Chairman, and Christine M. Marshall, Chief Financial Officer, on August 8, 2025[140]