10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to __________

Commission File Number: 001-42262

GigCapital7 Corp.

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	98-1790710
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1731 Embarcadero Rd., Suite 200 Palo Alto, CA	94303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 276-7040

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value and one redeemable warrant	GIGGU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	GIG	The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	GIGGW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 7, 2025, the registrant had 20,000,000 Class A ordinary shares, $0.0001 par value per share and 13,333,333 Class B ordinary shares, $0.0001 par value per share, were issued and outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statement of Operations and Comprehensive Income (Loss)	2
	Condensed Statement of Shareholders' Equity	3
	Condensed Statement of Cash Flows	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II.	OTHER INFORMATION	19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
Signatures		22

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

GigCapital7 Corp.

Condensed Balance Sheets

(Unaudited)


	June 30,		December 31,
	2025		2024
ASSETS
Current assets
Cash	$	610,700	$	1,344,228
Prepaid expenses and other current assets		205,244		207,680
Total current assets		815,944		1,551,908
Cash and marketable securities held in Trust Account		207,423,035		203,188,704
Other assets		21,496		85,984
TOTAL ASSETS	$	208,260,475	$	204,826,596
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	23,000	$	25,439
Related party payable		26,451		34,048
Accrued liabilities		79,500		114,000
Total current liabilities		128,951		173,487
Warrant liability		557,850		241,735
Total liabilities		686,801		415,222
Commitments and contingencies (Notes 3 and 4)
Class A ordinary shares subject to possible redemption, par value of $0.0001 per share; 200,000,000 shares authorized; 20,000,000 shares at a redemption value of $10.37 per share and $10.15 per share as of June 30, 2025 and December 31, 2024, respectively		207,323,035		203,088,704
Shareholders’ equity:
Preferred shares, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, par value of $0.0001 per share; 200,000,000 shares authorized; none issued or outstanding (excludes 20,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, par value of $0.0001 per share; 50,000,000 shares authorized; 13,333,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024		1,333		1,333
Additional paid-in capital		—		—
Retained earnings		249,306		1,321,337
Total shareholders’ equity		250,639		1,322,670
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY	$	208,260,475	$	204,826,596

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

GigCapital7 Corp

Condensed Statement of Operations and Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended			Period from May 8, 2024 (Date of Inception) through			Six Months Ended			Period from May 8, 2024 (Date of Inception) through
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Revenues	$	—		$	—		$	—		$	—
General and administrative expenses		384,593			64,402			756,426			64,402
Loss from operations		(384,593	)		(64,402	)		(756,426	)		(64,402	)
Other income (expense)
Change in fair value of warrants		(201,942	)		—			(316,115	)		—
Interest income		209			1			510			1
Interest and dividend income on marketable securities held in Trust Account		2,130,352			—			4,234,331			—
Income (loss) before provision for income taxes		1,544,026			(64,401	)		3,162,300			(64,401	)
Provision for income taxes		—			—			—			—
Net income (loss) and comprehensive income (loss)	$	1,544,026		$	(64,401	)	$	3,162,300		$	(64,401	)
Net income attributable to Class A ordinary shares subject to possible redemption	$	926,416		$	—		$	1,897,380		$	—
Basic and diluted weighted-average shares outstanding, Class A ordinary shares subject to possible redemption		20,000,000			—			20,000,000			—
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.05		$	—		$	0.09		$	-
Net income (loss) attributable to Class B non-redeemable ordinary shares	$	617,610		$	(64,401	)	$	1,264,920		$	(64,401	)
Basic and diluted weighted-average Class B non-redeemable ordinary shares outstanding (1)		13,333,333			8,290,741			13,333,333			8,290,741
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.05		$	(0.01	)	$	0.09		$	(0.01	)

(1) For 2024, this number included up to 2,500,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not
exercised in full or in part by the underwriters. This amount decreased to 2,000,000 Class B ordinary shares prior to the
consummation of the offering in the third quarter of fiscal year 2024.

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

GigCapital7 Corp

Condensed Statement of Shareholders’ Equity

(Unaudited)


	Ordinary Shares						Additional
Three Months Ended June 30, 2025	Shares			Amount			Paid-In Capital			Retained Earnings			Shareholders’ Equity
Balances as of March 31, 2025		13,333,333		$	1,333		$	-		$	835,632		$	836,965
Accretion of Class A ordinary shares to redemption value		—			—			(2,130,352	)		—			(2,130,352	)
Reclass of negative additional paid-in capital to retained earnings		—			—			2,130,352			(2,130,352	)		—
Net income		—			—			—			1,544,026			1,544,026
Balance as of June 30, 2025		13,333,333		$	1,333		$	—		$	249,306		$	250,639

	Ordinary Shares						Additional
Period from May 8, 2024 (date of inception) through June 30, 2024	Shares			Amount			Paid-In Capital			Retained Earnings			Shareholders’ Equity
Balances as of May 8, 2024 (inception)		—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary shares to founder and advisor (1)		17,300,000			1,730			101,270			—			103,000
Surrender of Class B ordinary shares by Founder		(300,000	)		(30	)		30			—			—
Net loss		—		$	—		$	—			(64,401	)		(64,401	)
Balances at June 30, 2024 (1)		17,000,000		$	1,700		$	101,300		$	(64,401	)	$	38,599


	Ordinary Shares						Additional
Six Months Ended June 30, 2025	Shares			Amount			Paid-In Capital			Retained Earnings			Shareholders’ Equity
Balances as of December 31, 2024		13,333,333		$	1,333		$	-		$	1,321,337		$	1,322,670
Accretion of Class A ordinary shares to redemption value		—			—			(4,234,331	)		—			(4,234,331	)
Reclass of negative additional paid-in capital to retained earnings		—			—			4,234,331			(4,234,331	)		—
Net income		—			—			—			3,162,300			3,162,300
Balance as of June 30, 2025		13,333,333		$	1,333		$	—		$	249,306		$	250,639

	Ordinary Shares						Additional
Period from May 8, 2024 (date of inception) through June 30, 2024	Shares			Amount			Paid-In Capital			Retained Earnings			Shareholders’ Equity
Balances as of May 8, 2024 (inception)		—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary shares to founder and advisor (1)		17,300,000			1,730			101,270			—			103,000
Surrender of Class B ordinary shares by Founder		(300,000	)		(30	)		30			—			—
Net loss		—			—			—			(64,401	)		(64,401	)
Balances at June 30, 2024 (1)		17,000,000		$	1,700		$	101,300		$	(64,401	)	$	38,599

(1) This number included up to 2,500,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not
exercised in full or in part by the underwriters. This amount decreased to 2,000,000 Class B ordinary shares prior to the
consummation of the offering in the third quarter of fiscal year 2024.

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

GigCapital7 Corp.

Condensed Statement of Cash Flows

(Unaudited)


	For the Six Months Ended			Period from May 8, 2024 (Date of Inception) through
	June 30, 2025			June 30, 2024
OPERATING ACTIVITIES
Net income (loss)	$	3,162,300		$	(64,401	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in fair value of warrant liability		316,115			—
Interest and dividends earned on cash and marketable securities held in Trust Account		(4,234,331	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2,436			—
Other assets		64,488			—
Accounts payable		(2,439	)		59,417
Related party payable		(7,597	)		4,985
Accrued liabilities		(34,500	)		—
Net cash provided by (cash used) in operating activities		(733,528	)		1
FINANCING ACTIVITIES
Proceeds from sale of Class B ordinary shares to founder and advisor		—			103,000
Payment of offering costs		—			(42,4

SEC Form 10-Q filed by GigCapital7 Corp.