GigCapital7 Corp

S-11 d794575ds1.htm FORM S-1

As filed with the U.S. Securities and Exchange Commission on June 6, 2024.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

**(650)276-7040 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Avi S. Katz

Chairman and Chief Executive Officer

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

**(650)276-7040 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if 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 7(a)(2)(B) of the Securities Act. ☐

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$250,000,000

25,000,000 Units

GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), is a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on companies in the technology, media, and telecommunications (“TMT”), artificial intelligence and machine learning (“AI/ML”), cybersecurity, medical technology and medical equipment (“MedTech”), semiconductors and sustainable industries.

This is an initial public offering of our securities. We are offering 25,000,000 units at an offering price of $10.00 each. Each unit consists of one share of our Class A ordinary shares, and three quarters of one redeemable warrant. We refer herein to the units sold in this offering as our “public units,” and the components thereof as our “public shares” and “public warrants,” respectively. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant will become exercisable on the later of the consummation of our initial business combination, or 12 months after this registration statement is declared effective by the Securities and Exchange Commission (“SEC”) and will expire on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in this prospectus. Warrants will only be exercisable for whole shares. We have also granted our underwriter, Spartan Capital Securities, LLC (“Spartan Capital”), a 45-day option to purchase up to an additional 3,750,000 units solely to cover over-allotments, if any.

We will provide the purchasers of our public units, or our “public shareholders,” with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of 2 business days prior to consummation of the initial business combination, including interest (which interest shall be net of taxes payable, if any), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account will initially be $10.00 per public share.

Our sponsor, GigAcquisitions7 Corp., a Cayman Islands exempted company (“Sponsor”), has committed, pursuant to a written agreement, to purchase an aggregate of 3,719,000 warrants in a private placement that will close simultaneously with this offering at the price $0.09922 per warrant. We refer to these warrants throughout this prospectus as the “private placement warrants.” Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. A portion of the proceeds from the sale of the private placement warrants will be placed in the trust account described below.

At our formation on May 8, 2024, our Sponsor acquired one Class B ordinary share for a purchase price of $0.0001. Subsequently on May 31, 2024, our Sponsor purchased 16,999,999 Class B ordinary shares from us for an aggregate purchase price of $100,000, or $0.00588235 per share, of which up to 2,500,000 founder shares remain subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised during this offering. Following the May 31, 2024 purchase, our Sponsor surrendered 300,000 Class B ordinary shares to us for no consideration, resulting in our Sponsor holding 16,700,000 Class B ordinary shares. On June 6, 2024, we issued 300,000 Class B ordinary shares to an advisor for its consulting services in this offering for a purchase price of $0.01 per share, or an aggregate purchase price of $3,000. As a result, as of the date of this prospectus, we have 17,000,000 Class B ordinary shares, or “founder shares,” outstanding.**See “Summary— The Offering— Sponsor’s Securities and Compensation” for further discussion on Sponsor’s and our affiliates’ securities and compensation.**The proceeds from the sale of the founder shares will not be placed in the trust account described below. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors or in a vote to transfer the company by way of continuation to a jurisdiction outside the Cayman Islands.

As more fully discussed in “Management—Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Our Sponsor is supported by affiliates of Meteora and/or Meteora Capital, LLC, an investment adviser specializing in SPAC-related investments (“Meteora”). Meteora’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to thede-SPAC business combination process. Meteora will act as a consultant to the Company in connection with this offering. Meteora will be paid by Spartan Capital for consulting services. Meteora is expected to purchase units from the underwriter in this offering at the offering price. Meteora is neither a broker-dealer nor affiliated with one and is not acting as an underwriter in connection with this offering.

Certain institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as the“non-managing investors” throughout this prospectus, have expressed an interest in purchasing up to an aggregate of approximately 99% of $250 million or $247.5 million of the units in this offering at the offering price (assuming the underwriter does not exercise its over-allotment option). None of thenon-managing investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that thenon-managing investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units thenon-managing investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, thenon-managing investors may determine to purchase a different number or no units in this offering. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number or no units to thenon-managing investors. The underwriter will receive the same upfront discounts and commissions on units purchased by thenon-managing investors in the offering, if any, as it will on the other units sold to the public in this offering. In addition, none of thenon-managing investors has any obligation to vote any of their public shares in favor of our initial business combination. In the event that thenon-managing investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because thenon-managing investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of thesenon-managing investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how suchnon-managing investors will vote on any business combination.

Certainnon-managing investors have committed, pursuant to written agreements, to purchase an aggregate of 2,166,670 Class B ordinary shares, or “private placement shares,” from us in a private placement that will close simultaneously with this offering at the price $1.50 per share. The private placement shares along with the founder shares will collectively represent 40% of the outstanding ordinary shares upon completion of this offering (excluding any shares underlying the private placement warrants).

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law. If we are unable to complete our initial business combination within the 24-month period, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Class A ordinary shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.

There is presently no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the Nasdaq Capital Market LLC (“Nasdaq”), under the symbol “GIGGU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and the warrants constituting the public units will begin separate trading on the 52nd day following the date of this prospectus, unless the underwriter determines that an earlier date is acceptable, and subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that our Class A ordinary shares and public warrants will be listed on Nasdaq under the symbols “GIG” and “GIGGW,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Upon consummation of the offering, $10.00 per public unit sold in this offering (whether or not the over-allotment option has been exercised, and whether exercised in full or part) will be deposited into a segregated trust account located in the United States managed by Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period or (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period.

The underwriter is offering the public units on a firm commitment basis. The underwriter expects to deliver the public units to purchasers on or about, [X], 2024, subject to customary closing conditions.

Spartan Capital

The date of this prospectus is , 2024

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.