美国

证券交易委员会

华盛顿特区20549

表格 10-Q

(标记一个)

截至2024年6月30日季度结束 9月30日， 2024

或

为了由 ______ 过渡到 __________ 的时期

委员会档案编号： 001-42262

GigCapital7 corp.

（根据其章程所指定的正式名称）

注册人的电话号码，包括区号：(650) 276-7040

根据法案第12(b)条规定注册的证券：

请在核对标记上打勾，确认申报人（1）已在前12个月（或申报人被要求提交此类申报的缩短期间）内提交证券交易所法案第13条或第15(d)条要求申报的所有报告，以及（2）过去90天一直处于此类申报要求的范围内。 Yes ☒ 不是 ☐

在过去十二个月内，注册人是否已经以电子方式提交所有根据《规例 S-t》第 405 条（本章第 232.405 条）所需提交的互动数据档案（或在较短的时间内，注册人须提交该等档案），以勾选标记表示。 是 ☒ 否 ☐

勾选表示登记人是大型加速申报人、加速申报人、非加速申报人、较小型申报公司或新兴成长公司。详细定义请参阅《交易所法》第1202条中“大型加速申报人”、“加速申报人”、“较小型申报公司”和“新兴成长公司”的定义。

如果是新兴成长公司，请以勾号标示注册人是否选择不使用延长过渡期来遵守根据《交易法》第 13 (a) 条所提供的任何新或经修订的财务会计准则。 ☐

请勾选是否为外壳公司 (依照交易所法规定定义的外壳公司条款120亿2)。是 ☒ 不是 ☐

请勾选表示，公司已按照1934年证券交易法第12条、第13条或第15(d)条的要求提交发行证券后由法院确认计划下的所有文件和报告。是 ☒ 不是 ☐

截至2024年11月4日，申报人持有 20,000,000 每股面值$0.0001的A类普通股，已发行。

目录

第一部分—财务信息财务信息

项目M 1. 基本报表。

GigCapital7 corp.

Con紧致的资产负债表

(未经审计)

The accompanying notes are an integral part of these condensed financial statements.

GigCapital7 Corp

Condensed Statements of Operations and Comprehensive Income

(Unaudited)

The accompanying notes are an integral part of these financial statements.

GigCapital7 Corp

Condensed Statements of Shareholders’ Equity

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

GigCapital7 Corp.

Condensed Statement of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

GigCapital7 Corp.

Notes to Unaudited Condensed Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to GigCapital7 Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Founder” refer to GigAcquisitions7 Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “may,” “might,” “plan,” “possible,” “potential,” “should, “would” and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for our initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition vehicle, incorporated in the Cayman Islands and formed by an affiliate of the serial SPAC GigCapital Global, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities. We have not selected any specific business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt. The public units sold in the initial public offering (the "Offering") each consisted of one Class A ordinary share of the Company and one redeemable warrant. Each public warrant is exercisable for one Class A ordinary share at a price of $11.50 per full share.

The issuance of additional ordinary shares or the creation of one or more classes of preferred shares during our initial business combination:

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the Offering and to identify a target business for the business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities raised during the Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited balance sheet of August 30, 2024 as filed with the SEC on September 6, 2024. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had net income of $610,950, which consisted of operating expenses of $213,755 and other expense from the change in fair value of warrant liability of $165,080, that were partially offset by interest income on cash and marketable securities held in the Trust Account and operating account of $989,729 and $56, respectively.

For the period from May 8, 2024 (date of inception) to September 30, 2024, we had net income of $546,549, which consisted of operating expenses of $278,157 and other expense from the change in fair value of warrant liability of $165,080, that were partially offset by interest income on cash and marketable securities held in the Trust Account and operating account of $989,729 and 57, respectively.

Liquidity and Capital Resources

Our liquidity needs have been satisfied to date through: (1) the receipt of $100,000 from the sale of the founder shares, (2) the net proceeds of $198,680,159 from the sale of the public units in the Offering, after deducting net offering expenses of approximately $1,319,841, which includes an underwriting discount of $600,000, (3) the sale of the founder shares to a consultant for a purchase price of $3,000, (4) the sale of private placement warrants to our Sponsor for a purchase price of $58,060, and (5) the sale of the private placement shares to non-managing investors for a purchase price of $3,250,000. These transactions resulted in proceeds of $202,091,219 of which $200,000,000 will be held in the Trust Account.

As of September 30, 2024, we held cash and marketable securities in the amount of $200,989,729 in the Trust Account. The marketable securities consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.

For the period from May 8, 2024 (date of inception) to September 30, 2024, cash used in operating activities was $528,479, consisting of net income of $546,549 and an increase in liabilities of $277,524, due to increase in accounts payable, including payable to related parties, and accrued liabilities of $112,444, and an increase in the fair value of the warrant liability of $165,080. This increase was offset by interest earned on marketable securities held in the Trust Account of $989,729, plus an increase in prepaid expenses and other current assets of $244,596 and an increase in other assets of $118,227.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable by us, if any), to acquire a target business or businesses and to pay our expenses relating thereto. We expect the interest earned on the amount in the Trust Account will be sufficient to pay anyincome taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To the extent that our ordinary shares are used in whole or in part as consideration to affect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of September 30, 2024, we had cash of $2,006,512 held outside the Trust Account. If the proceeds not held in the Trust Account become insufficient to allow us to operate for at least the next 12 months, assuming that a business combination is not consummated during that time, we intend to manage our cash flow through the timing and payment of expenses or, if necessary, raise additional funds from the Sponsor to ensure the proceeds not held in the Trust Account will be sufficient to allow us to operate for at least the next 12 months. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. Over this time period, we intend to use these funds primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

As of September 30, 2024, we have not entered into any off-balance sheet financing arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of September 30, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Founder a monthly fee of $30,000 for office space, administrative services and secretarial support and an agreement with our Chief Financial Officer to pay a monthly fee of $20,000 for accounting services.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of Accounting Standards Codification ("ASC") Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. The weighted-average ordinary shares are reduced for the effect of the Class B ordinary shares that are subject to forfeiture. The Company’s condensed statements of operations and comprehensive income include a presentation of net income per share subject to redemption in a manner similar to the two-class method of income (loss) per share. With respect to the accretion of the Class A ordinary shares subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A ordinary shares subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net income per share. The Company’s public warrants and private placement warrants could, potentially, be exercised or converted into Class A ordinary shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income per share as the contingencies associated with the warrants had not been satisfied as of the end of the reporting periods presented. As a result, diluted income per share is the same as basic income per share for the periods presented.

Ordinary Shares subject to possible redemption

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as

temporary equity, outside of the shareholders’ equity section of our condensed balance sheet. As of September 30, 2024, 20,000,000 shares of Class A ordinary shares were issued and outstanding and subject to possible redemption.

Warrant Liability

We account for warrants for ordinary shares of the Company that are not indexed to our own shares as liabilities at fair value on the condensed balance sheet. These warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statement of operations and comprehensive income. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the warrant liability related to the warrants for ordinary shares will be reclassified to additional paid-in capital.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2024, we were not subject to any market or interest rate risk. The funds held in the Trust Account are only to be invested in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

During our most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our Offering filed with the SEC on August 29, 2024. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

创始人和咨询股份

在2024年5月8日（创始日期）至2024年9月30日期间，创始人购买了净计12207246股B类普通股（"创始人股份"），其中在2024年10月25日由于承销商决定不行使超额配售权，额外2000000股B类普通股被没收，总购买价格为100,000美元，或每股0.00819186美元。此外，在2024年6月6日，以3,000美元的价格向一位顾问出售了300,000股B类普通股，以支付与此次发行相关的咨询服务费用。

创始人和顾问获得的股份是依据证券法第4(a)(2)条款中包含的注册豁免发行的。每位创始人股份的持有者都是根据证券法下的规则D第501(a)条款定义的“合格投资者”。

定向增发股份

某些机构投资者（与管理层、我们的创始人或其他投资者没有任何关联）在定向增发中，从公司购买了总计2,826,087股B类普通股，每股价格为1.15美元，该定向增发与募资的完成同时进行。

这些定向增发股份是根据证券法第4(a)(2)节中包含的注册豁免发行的。每个机构投资者在证券法REG D第501(a)条中被定义为"合格投资者"。

私募认股权证

创始人从公司购买了总计3,719,000个定向增发warrants，价格为每个定向增发warrant 0.01561美元，该定向增发与发行的完成同时进行。每个完整的定向增发warrant可按每股11.50美元行使，定向增发warrants的行使价格在某些情况下可能会根据附注5中描述的情况进行调整。根据warrant协议的条款，公司已同意在公司业务结合完成后，尽最大努力在证券法下提交新的注册声明。

定向增发的warrants是根据《证券法》第4(a)(2)节中规定的免注册条款发行的。创始人是《证券法》下规则501(a)中定义的“合格投资者”。

收益用途

2024年8月28日，SEC宣布公司的初步注册声明（表格S-1，文件号333-280015）与20000万美元的发行相关，已生效。

公司于2024年8月28日签署了一份承销协议，以进行2000万个公众单位的发行，总金额为$20000万（"公众单位"），承销商提供了45天的选择权，可以购买最多300万个额外的公众单位，专门用于覆盖任何超额配售，总金额最多为$3000万的额外收益。

收益。每个公开单位由一股面值为0.0001美元的A类普通股和一个可赎回权证（“公开权证”）组成。每个完整的公开权证可以以每股11.50美元的价格兑换一股A类普通股。

2024年8月30日，公司完成了20,000,000个公开单位的发行。公开单位的销售价格为每个10.00美元，为公司带来了2亿美元的总收入。

截至2024年9月30日，我们在信托账户之外持有的现金为2,006,512美元，用于营运资金。

项目1 控件M 3. 高级证券的违约。

不适用。

项目1 控件第四条. 矿山安全披露。

不适用。

项目1 控件第5节：其他信息。

无.

项目1 控件第6号展品。

*随此提交。

SIG自然

根据1934年的证券交易法的要求，注册人已经指定代表签署本报告。