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GigCapital8 Corp.

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Business Summary

GigCapital8 Corp. (the "Company") is a Cayman Islands exempted company formed as a Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition vehicle (SPAC), with the objective of effecting a business combination with one or more businesses . The Company intends to focus its efforts on identifying target businesses in the aerospace and defense services ("A&D"), cybersecurity and secured communications and quantum-based command and control systems, and artificial intelligence (AI) and machine learning (ML) industries . The Company's strategy is to identify, acquire, and accelerate the growth of a company at the intersection of these industries, contributing to the global A&D economy .

The Company's core business model revolves around identifying and acquiring a target business, leveraging the significant experience and contacts of its management team, particularly in acquisition and operational success, and their more than 30 years of experience in public markets and nine years as repeat SPAC sponsors . The Company generates non-operating income from interest and dividend income on cash and marketable securities from the proceeds of its initial public offering (IPO) . Revenue generation from operations is not expected until after the completion of an initial business combination . The primary customer segments are not directly applicable to the Company in its current form as a SPAC, but the target industries suggest a focus on entities within the A&D, cybersecurity, and AI/ML sectors.

The Company's financial structure is built around its IPO and private placements. On October 7, 2025, the Company consummated an IPO of 25,300,000 units, including 3,300,000 public units from the underwriters' over-allotment option, at a price of $10.00 per unit, generating gross proceeds of $253,000,000 . Simultaneously, the Sponsor, four directors, and Lynrock Lake Master Fund LP purchased 95,200 private placement units at $9.7374 per unit, for an aggregate of $927,000 . Additionally, non-managing institutional accredited investors purchased 2,964,203 Class B ordinary shares at $0.023254 per share and 262,425 private placement units at $9.7374 per unit, for an aggregate of $2,624,266 . Each public unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon business combination .

For the period from June 30, 2025 (inception) through December 31, 2025, the Company reported net income of $1,831,322 . This was primarily driven by interest and dividend income on cash and marketable securities held in the trust account of $2,267,683 and $602 from the operating account, partially offset by operating expenses of $436,963 . As of December 31, 2025, the Company had cash of $1,442,471 and working capital of $1,298,043 . Cash and marketable securities held in the Trust Account totaled $255,267,683 . Total liabilities were $286,022 . Class A ordinary shares subject to possible redemption amounted to 25,300,000 shares at a redemption value of $10.09 per share, totaling $255,167,683 . Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.09 , and for Class A and B non-redeemable ordinary shares was also $0.09 .

The Company's financial position as of December 31, 2025, shows a net increase in cash of $1,442,471 since inception. Cash used in operating activities was $430,401 . The Company's equity structure includes 357,625 Class A ordinary shares issued and outstanding (excluding those subject to redemption) and 10,814,432 Class B ordinary shares issued and outstanding . The Sponsor purchased a net 7,850,229 founder shares for an aggregate of $25,000 , or $0.00318 per share . The initial public offering generated gross proceeds of $253,000,000 , with $253,000,000 placed in the trust account. Transaction costs for the offering amounted to $1,788,054 , including $1,025,000 in underwriting fees and $763,054 in other offering costs.

The Company's operational developments since inception on June 30, 2025, have been limited to organizational activities and those necessary to prepare for the Offering and to identify a target business . The IPO was consummated on October 7, 2025 . On October 23, 2025, the Company announced that holders of its units could elect to separately trade the underlying securities, with separate trading commencing on October 27, 2025 . The Company has not yet identified any specific business combination target .

Business Outlook

The Company's primary objective is to complete an initial business combination, with a focus on companies in the aerospace and defense services (A&D), cybersecurity and secured communications and quantum-based command and control systems, and artificial intelligence (AI) and machine learning (ML) industries . The Company intends to effectuate its initial business combination using cash from the proceeds of its Offering, the sale of private placement units, its common or preferred equity, debt, or a combination thereof . The Company has 24 months from the closing of the Offering (October 7, 2025) to complete its initial business combination . If a business combination is not completed within this timeframe, the Company will cease operations, redeem its public shares at a per-share price equal to the aggregate amount in the trust account (less up to $100,000 for dissolution expenses) , and then dissolve and liquidate .

Management believes that the global A&D economy has significant market growth potential, driven by the development and use of innovative technologies, including increased demand for space-based services and applications, and unmanned aerial vehicles (UMV) systems and other drone technologies due to rising geopolitical tensions and commercial applications . The Company's acquisition strategy is to identify, acquire, and accelerate the growth of a company at the intersection of A&D services, cybersecurity, quantum-based command and control systems, AI, and ML . The selection process will leverage the management team's broad network and expertise in these industries, considering market size, growth potential, competition, and barriers to entry . The Company aims to combine with market-leading participants that are not pre-revenue or in early stages of development with unproven technologies .

The Company expects to incur significant costs in pursuit of its acquisition plans . It anticipates generating non-operating income from interest and dividend income on cash and marketable securities from the Offering proceeds . The interest earned on the trust account is expected to be sufficient to cover any income taxes . The Company's liquidity needs are currently satisfied by $1,442,471 in cash outside the trust account and $255,267,683 in cash and marketable securities within the trust account as of December 31, 2025. If the funds outside the trust account become insufficient to operate for at least the next 12 months, the Company intends to manage cash flow through expense timing or by raising additional funds from the Sponsor .

Planned capital allocation involves using substantially all funds in the trust account, including interest earned (net of taxes), to acquire a target business and cover related expenses . If equity or debt is used as consideration, remaining trust proceeds will serve as working capital for the target business's operations, strategic acquisitions, marketing, and research and development . The Company has agreed to pay GigManagement, LLC $30,000 per month for office space and administrative services , and its Chief Financial Officer $15,000 per month for accounting services . Advisory fees for directors, including Dr. Avi Katz, of $4,000 per quarter are also planned, with one prorated quarter's worth accrued as of December 31, 2025 .

The Company faces several structural headwinds and execution risks. The requirement to complete a business combination within 24 months from the Offering's closing may give target businesses leverage in negotiations . Global geopolitical conditions, including the Russia-Ukraine conflict, the Israel-Hamas conflict, and escalating military conflict involving the United States, Israel, and Iran, could materially adversely affect the search for a target and the operations of a post-combination business . These conflicts have caused market volatility, supply chain interruptions, and increased cyber-attacks . Fluctuations in inflation rates could also make it more difficult to complete a business combination . Increased competition from other SPACs and entities for attractive targets may raise acquisition costs or impair the ability to consummate a business combination . The Company's limited resources compared to many competitors may also be a disadvantage .

Risk Factors

The Company faces material risks including its status as a blank check company with no operating history or revenues, making its ability to achieve its business objective uncertain . Geopolitical instability, such as the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and escalating military conflict involving the United States, Israel, and Iran, poses significant risks, potentially leading to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks . These conflicts could adversely affect the search for and consummation of an initial business combination, or the operations of a target business . Macroeconomic turbulence, including high unemployment, rising interest rates, and inflation, could also adversely affect the Company's financial condition and ability to find a viable target . Competition for attractive targets from other SPACs and private investors is intense, potentially increasing acquisition costs or hindering the ability to consummate a business combination . The Company must complete its initial business combination within 24 months from the closing of the Offering, and failure to do so would result in liquidation, with public shareholders receiving approximately $10.00 per share, or less in certain circumstances . If third parties bring claims against the Company, the proceeds in the trust account could be reduced, leading to a per-share redemption price less than $10.00 . The Company is likely to be treated as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors . If the initial business combination involves a U.S. company, a new 1% U.S. federal excise tax on stock repurchases could be imposed on redemptions, reducing cash available for redemptions or the target business .

Management Priorities

Management's message emphasizes leveraging their significant experience and contacts, including over 30 years in public markets and nine years as repeat SPAC sponsors, to identify and acquire a company at the intersection of A&D services, cybersecurity, quantum-based command and control systems, AI, and ML . They aim to revitalize the acquisition target and generate shareholder value by accelerating revenue growth, improving profit margins, and fostering a results-driven culture . The management team's track record with previous SPACs (GigCapital, Inc., GigCapital2, Inc., GigCapital3, Inc., GigCapital4, Inc., GigCapital5, Inc., GigInternational1, Inc., GigCapital7 Corp., and GigCapital9 Corp.) is highlighted as a distinct advantage for identifying, valuing, and completing a business combination . However, management explicitly states that past performance is not a guarantee of future success . Strategic priorities include identifying market-leading participants that embrace digital transformation and intelligent automation, will benefit from a public listing, and possess strong management teams that can leverage the Company's industry expertise and relationships . The Company has agreed to pay GigManagement, LLC $30,000 per month for office space and administrative services and its Chief Financial Officer $15,000 per month for accounting services. Directors will receive quarterly advisory fees of $4,000 .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 1, Business — Introduction
  3. [3] Item 1, Business — Business Strategy
  4. [4] Item 1, Business — Introduction
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 1, Business — Introduction
  8. [8] Item 1, Business — Introduction
  9. [9] Item 1, Business — Introduction
  10. [10] Item 1, Business — Introduction
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Liquidity and Capital Resources
  16. [16] Item 1, Note 1 — Liquidity
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 8, Balance Sheet — TOTAL LIABILITIES
  19. [19] Item 8, Balance Sheet — Class A ordinary shares subject to possible redemption, par value of $0.0001 per share
  20. [20] Item 8, Statement of Operations and Comprehensive Income — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
  21. [21] Item 8, Statement of Operations and Comprehensive Income — Basic and diluted net income per share, Class A and B non-redeemable ordinary shares
  22. [22] Item 8, Statement of Cash Flows — Net increase in cash
  23. [23] Item 8, Statement of Cash Flows — Net cash used in operating activities
  24. [24] Item 8, Balance Sheet — Class A ordinary shares, par value of $0.0001 per share; 200,000,000 shares authorized; 357,625 issued and outstanding (excludes 25,300,000 shares subject to possible redemption)
  25. [25] Item 8, Balance Sheet — Class B ordinary shares, par value of $0.0001 per share; 20,000,000 shares authorized; 10,814,432 shares issued and outstanding
  26. [26] Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities — Founder Shares
  27. [27] Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities — Founder Shares
  28. [28] Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities — Use of Proceeds
  29. [29] Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities — Use of Proceeds
  30. [30] Item 1, Note 1 — Organization and General
  31. [31] Item 1, Note 1 — Organization and General
  32. [32] Item 1, Note 1 — Organization and General
  33. [33] Item 7, MD&A — Results of Operations
  34. [34] Item 1, Business — Introduction
  35. [35] Item 5, Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities — Market Information
  36. [36] Item 1, Business — Introduction
  37. [37] Item 1, Business — Introduction
  38. [38] Item 1, Business — Introduction
  39. [39] Item 1, Business — Liquidation if No Business Combination
  40. [40] Item 1, Business — Liquidation if No Business Combination
  41. [41] Item 1, Business — Liquidation if No Business Combination
  42. [42] Item 1, Business — Business Strategy
  43. [43] Item 1, Business — Business Strategy
  44. [44] Item 1, Business — Business Strategy
  45. [45] Item 1, Business — Investment Criteria
  46. [46] Item 7, MD&A — Results of Operations
  47. [47] Item 7, MD&A — Results of Operations
  48. [48] Item 7, MD&A — Liquidity and Capital Resources
  49. [49] Item 7, MD&A — Liquidity and Capital Resources
  50. [50] Item 7, MD&A — Liquidity and Capital Resources
  51. [51] Item 7, MD&A — Liquidity and Capital Resources
  52. [52] Item 7, MD&A — Liquidity and Capital Resources
  53. [53] Item 7, MD&A — Liquidity and Capital Resources
  54. [54] Item 7, MD&A — Contractual Obligations
  55. [55] Item 7, MD&A — Contractual Obligations
  56. [56] Item 11, Executive Compensation — Compensation of our Executive Officers and Directors
  57. [57] Item 11, Executive Compensation — Compensation of our Executive Officers and Directors
  58. [58] Item 1A, Risk Factors — The requirement that we complete our initial business combination within 24 months from the closing of the Offering may give potential target businesses leverage over us in negotiating our initial business combination which could undermine our ability to consummate our initial business combination on terms that would produce value for our shareholders.
  59. [59] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East, Southwest Asia and globally.
  60. [60] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East, Southwest Asia and globally.
  61. [61] Item 1A, Risk Factors — Fluctuations in the rate of inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.
  62. [62] Item 1A, Risk Factors — As the number of SPACs evaluating targets increases, and other issued SPAC entities may come to market with superior terms for the acquisition targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  63. [63] Item 1A, Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares.
  64. [64] Item 1A, Risk Factors — We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  65. [65] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East, Southwest Asia and globally.
  66. [66] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East, Southwest Asia and globally.
  67. [67] Item 1A, Risk Factors — Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.
  68. [68] Item 1A, Risk Factors — As the number of SPACs evaluating targets increases, and other issued SPAC entities may come to market with superior terms for the acquisition targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  69. [69] Item 1A, Risk Factors — We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  70. [70] Item 1A, Risk Factors — If third parties bring claims against the Company, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00 per share.
  71. [71] Item 1A, Risk Factors — We are likely to be treated as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.
  72. [72] Item 1A, Risk Factors — If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our public shares after or in connection with such initial business combination.
  73. [73] Item 1, Business — Introduction
  74. [74] Item 1, Business — Business Strategy
  75. [75] Item 1, Business — Business Strategy
  76. [76] Item 1, Business — Business Strategy
  77. [77] Item 1, Business — Investment Criteria
  78. [78] Item 11, Executive Compensation — Compensation of our Executive Officers and Directors
  79. [79] Item 11, Executive Compensation — Compensation of our Executive Officers and Directors
  80. [80] Item 11, Executive Compensation — Compensation of our Executive Officers and Directors

Analysis on 5/21/2026