GigCapital7 Corp.(GIGGU) - 2025 Q4 - Annual Report

Financial Proceeds and Trust Account - GigCapital7 raised gross proceeds of $200 million from the IPO by selling 20 million units at $10.00 per unit[28]. - A total of $200 million from the IPO proceeds was placed in a Trust Account, which is invested in U.S. government securities[30]. - As of December 31, 2025, GigCapital7 held cash and marketable securities amounting to $211,637,310 in the Trust Account[51]. - The net proceeds from the IPO held in the Trust Account amounted to $211,637,310, entirely in U.S. government treasury bills or money market funds[428]. - GigCapital7's Trust Account holds $10.64321 per Public Share as of March 1, 2026, available for redemption upon completion of the initial business combination[63]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but this amount may be reduced due to creditor claims against the Trust Account[90]. - The company has approximately $89,362 in proceeds held outside the Trust Account as of the date of the Annual Report, which may be used for costs associated with dissolution[88]. - The Trust Account investments are in short-term instruments, minimizing exposure to interest rate risk[428]. Business Combination Plans - GigCapital7 intends to complete a business combination with a target having an aggregate fair market value of at least 80% of the assets held in the Trust Account[33]. - GigCapital7 must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - GigCapital7 intends to proceed with a business combination only if it has net tangible assets of at least $5,000,001 upon consummation[35]. - The company plans to utilize cash from the Trust Account and shares issued to Hadron Energy for the business combination[22]. - GigCapital7's initial business combination with Hadron Energy is seeking shareholder approval, which must comply with Nasdaq's rules[65]. - If the initial business combination requires a minimum cash condition, GigCapital7 may need to raise additional funds through equity or debt[79]. - The company will not complete the initial business combination if the cash required for redemptions exceeds the available cash[79]. - The company plans to conduct redemptions either through a general meeting or a tender offer, depending on various factors[64]. Shareholder Rights and Redemption - GigCapital7 will provide stockholders the opportunity to redeem shares for a pro rata portion of the Trust Account, initially set at $10.00 per share[34]. - GigCapital7 will provide its Public Shareholders with the opportunity to redeem their Public Shares in connection with the shareholder approval for the business combination[57]. - GigCapital7 requires 6,734,421 Public Shares, or 33.67% of the 20,000,000 shares sold in the IPO, to be voted in favor of the initial business combination for approval[69]. - If stockholder approval is sought, a public stockholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent[73]. - The company intends to require public shareholders exercising redemption rights to deliver share certificates or electronically transfer shares via the DWAC system two business days prior to the scheduled vote on the initial business combination[80]. - A nominal fee of approximately $100 will be charged by the transfer agent for the submission or tendering of shares, which may be passed on to the redeeming holder at the broker's discretion[81]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[84]. - GigCapital7's proposed new certificate of incorporation restricts public stockholders from seeking redemption rights with respect to 10% or more of the Public Shares without prior written consent[36]. Company Operations and Management - GigCapital7 has not engaged in any operations or generated revenues to date, with activities focused on preparing for the IPO and identifying a target business[27]. - The company has identified prospective target businesses in technology, media, telecommunications, AI/ML, and medical technology sectors[14]. - GigCapital7's management team has over 30 years of experience in public markets and strong relationships in TMT, cybersecurity, and MedTech industries[24]. - The company has not entered into any agreements to secure third-party financing for its initial business combination[51]. - The company has two executive officers who are not obligated to devote specific hours until the initial business combination is completed[99]. - The company has obligations to provide audited financial statements of the target business as part of the proxy solicitation materials[101]. - The company has assessed its internal control procedures effective for the fiscal year ended December 31, 2025, as required by the Sarbanes-Oxley Act[102]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[47][50]. - The company will remain an emerging growth company until the earlier of the last day of the fiscal year following August 30, 2029, or when it exceeds $1.235 billion in total annual gross revenue[106]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations until it exceeds a market value of $200 million or annual revenues of $100 million[107]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes[103]. Competition and Market Environment - The company faces competition from other SPACs, private equity groups, and public companies in identifying and selecting target businesses for its initial business combination[96]. - GigCapital7's management conducted significant due diligence on Hadron Energy, including meetings with management and reviews of financial information[40]. - The fair market value of Hadron Energy was determined to be in excess of 80% of the assets held in the Trust Account as of September 27, 2025[41]. Liquidation and Dissolution - The company will cease operations and redeem public shares if the initial business combination is not completed within the Completion Window, which is 21 months from the IPO closing[86]. - The company expects to liquidate and dissolve promptly after redeeming public shares if the initial business combination is not completed, subject to applicable laws[86]. - The company will seek to have all vendors and service providers execute waivers regarding claims to the Trust Account, but there is no guarantee that all will comply[91]. - The company has access to approximately $54,690 in its working capital bank account to cover potential claims and expenses related to liquidation[93].