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 March 31, 2026


☐	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 May 6, 2026, 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 Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income	2
	Condensed Consolidated Statements of Shareholders' Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION	23

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		34

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

GigCapital7 Corp.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,			December 31,
	2026			2025
ASSETS
Current assets
Cash	$	54,692		$	89,362
Prepaid expenses and other current assets		154,351			151,344
Total current assets		209,043			240,706
Cash and marketable securities held in Trust Account		213,506,528			211,637,310
TOTAL ASSETS	$	213,715,571		$	211,878,016
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	333,683		$	170,775
Convertible working capital loan - related party		132,776			—
Related party payable		5,738			4,053
Derivative liability		15,706			—
Accrued legal services		2,649,839			1,818,095
Accrued liabilities		622,747			123,464
Total current liabilities		3,760,489			2,116,387
Warrant liability		1,182,642			1,524,790
Total liabilities		4,943,131			3,641,177
Commitments and contingencies (Note 5)
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 $10.67 per share and $10.58 per share as of March 31, 2026 and December 31, 2025, respectively		213,406,528			211,537,310
Shareholders’ deficit:
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 March 31, 2026 and December 31, 2025, respectively		1,333			1,333
Additional paid-in capital		—			—
Accumulated deficit		(4,635,421	)		(3,301,804	)
Total shareholders’ deficit		(4,634,088	)		(3,300,471	)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	213,715,571		$	211,878,016

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

GigCapital7 Corp.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended			Three Months Ended
	March 31, 2026			March 31, 2025
Revenues	$	—		$	—
General and administrative expenses		1,675,288			371,833
Loss from operations		(1,675,288	)		(371,833	)
Other income (expense)
Change in fair value of warrants		342,148			(114,173	)
Change in fair value of derivative liability		14,743			—
Interest expense		(15,225	)		—
Interest income		5			301
Interest and dividend income on marketable securities held in Trust Account		1,869,218			2,103,979
Income before provision for income taxes		535,601			1,618,274
Provision for income taxes		—			—
Net income and comprehensive income	$	535,601		$	1,618,274
Net income attributable to Class A ordinary shares subject to possible redemption	$	321,361		$	970,964
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	$	0.02		$	0.05
Net income attributable to Class B non-redeemable ordinary shares	$	214,240		$	647,310
Basic and diluted weighted-average Class B non-redeemable ordinary shares outstanding		13,333,333			13,333,333
Basic and diluted net income per share, Class B non-redeemable ordinary shares	$	0.02		$	0.05

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

GigCapital7 Corp.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)


	Ordinary Shares				Additional
Three Months Ended March 31, 2026	Shares		Amount		Paid-In Capital			Accumulated Deficit			Shareholders’ Deficit
Balances as of December 31, 2025		13,333,333	$	1,333	$	—		$	(3,301,804	)	$	(3,300,471	)
Accretion of Class A ordinary shares to redemption value		—		—		(1,869,218	)		—			(1,869,218	)
Reclass of negative additional paid-in capital to accumulated deficit		—		—		1,869,218			(1,869,218	)		—
Net income		—		—		—			535,601			535,601
Balance as of March 31, 2026		13,333,333	$	1,333	$	—		$	(4,635,421	)	$	(4,634,088	)

	Ordinary Shares				Additional
Three Months Ended March 31, 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		—		—		(2,103,979	)		—			(2,103,979	)
Reclass of negative additional paid-in capital to retained earnings						2,103,979			(2,103,979	)		—
Net income		—		—		—			1,618,274			1,618,274
Balances as of March 31, 2025		13,333,333	$	1,333	$	—		$	835,632		$	836,965

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

GigCapital7 Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Three Months Ended		For The Three Months Ended
	March 31, 2026		March 31, 2025
OPERATING ACTIVITIES
Net income	$	535,601	$	1,618,274
Adjustments to reconcile net income to net cash used in operating activities:
Accretion of debt discount on convertible working capital loan - related party

SEC Form 10-Q filed by GigCapital7 Corp.