GigCapital9 Corp.

GigCapital9 Corp. is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) with the objective of effecting a business combination, such as a merger, capital share exchange, asset acquisition, share purchase, or reorganization, with one or more businesses ¹. The company has no operating history or revenues to date, with its activities limited to organizational efforts and preparing for its initial public offering (IPO) ². GigCapital9 intends to focus its search for a target business on companies within the aerospace and defense services (A&D) industry and the technology, media, and telecommunications (TMT) industry, specifically TMT companies focused on cybersecurity, secured communications, quantum-based command and control systems, artificial intelligence (AI), and machine learning (ML) industries ³. The company's business model is to identify, acquire, and then accelerate the growth of a company at the intersection of these industries, leveraging its management team's experience and network ⁴.

The company generates revenue through non-operating income in the form of interest and dividend income on cash and marketable securities from the proceeds raised during its Offering ⁵. Its primary customer segments are not yet defined as it is a blank check company seeking an acquisition target ⁶. The company's strategy involves capitalizing on its management team's significant experience and contacts in the A&D, TMT, cybersecurity, secured communications, quantum-based command and control systems, AI, and ML industries, with over 30 years of public market experience and nine years as repeat SPAC sponsors ⁷.

As of December 31, 2025, GigCapital9 reported a net loss of $44,764 ⁸. This loss consisted of operating expenses of $44,766, partially offset by interest income of $2 ⁹. The company had cash of $73,881 ¹⁰ and a working capital deficit of $97,718 ¹¹. Total assets were $155,828 ¹², and total liabilities were $175,592 ¹³. Shareholders' deficit amounted to $(19,764) ¹⁴. Basic and diluted net loss per ordinary share was $(0.01) ¹⁵, based on 7,053,712 weighted-average shares outstanding ¹⁶.

Subsequent to the fiscal period, on January 28, 2026, the company consummated its IPO, selling 25,300,000 units at $10.00 per unit, generating gross proceeds of $253,000,000 ¹⁷. Simultaneously, it sold private placement units to its Sponsor, GigCapital Global advisors, and Lynrock for $1,046,771 ¹⁸, and to non-managing investors for $2,814,541 ¹⁹. Net proceeds of $253,000,000 from the IPO were placed in a Trust Account ²⁰. Transaction costs totaled $1,677,007, comprising $1,025,000 in underwriting fees and $652,007 in other offering costs ²¹. The company's remaining cash after offering costs is held outside the Trust Account for working capital ²². The promissory note with the Sponsor for $100,000 was settled on January 28, 2026, in exchange for private placement units totaling $97,374, with the remaining balance of $2,626 repaid ²³.

GigCapital9 Corp. intends to use substantially all of the funds held in its Trust Account, including any interest earned (net of taxes), to acquire a target business or businesses and cover related expenses ²⁴. The company expects the interest earned on the Trust Account to be sufficient to cover any income taxes ²⁵. If equity or debt is used as consideration for the initial business combination, the remaining proceeds in the Trust Account will serve as working capital for the acquired business's operations, future acquisitions, and growth strategies ²⁶. These funds could be allocated to expanding operations, strategic acquisitions, marketing, and research and development of existing or new products, or to repay operating expenses or finders' fees if external working capital is insufficient ²⁷.

The company had $73,881 in cash outside the Trust Account as of December 31, 2025 ²⁸. If these funds prove insufficient for operations over the next 12 months, the company plans to manage cash flow by timing expense payments or, if necessary, raising additional funds from the Sponsor ²⁹. These funds are primarily designated for identifying and evaluating acquisition candidates, conducting due diligence, travel, reviewing corporate documents, and structuring and consummating the business combination ³⁰. If due diligence and negotiation costs exceed estimates, the company may face insufficient funds to operate prior to the business combination ³¹. Additional financing, through securities issuance or debt, may be required to consummate the initial business combination or to fund the acquired business's operations and growth, especially if a significant number of public shares are redeemed ³². Such financing would be sought simultaneously with the business combination ³³.

The company has a 24-month timeframe from the closing of its Offering to complete an initial business combination ³⁴. If this deadline is not met, the company will cease operations, redeem all outstanding public shares at a per-share price equal to the pro rata amount in the Trust Account (less up to $100,000 for dissolution expenses), and then dissolve and liquidate ³⁵. The Sponsor, executive officers, and directors have waived their redemption rights for founder shares, insider shares, and private placement shares, but will participate in liquidation distributions for any public shares they hold ³⁶.

GigCapital9 faces several 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 ³⁷. Public shareholders may not have an opportunity to vote on the proposed business combination, and even if a vote is held, initial shareholders, who control approximately 30.8% of outstanding ordinary shares following the Offering, may influence the outcome ³⁸. The requirement to complete an initial business combination within 24 months from the Offering's closing may give target businesses leverage in negotiations and limit due diligence time ³⁹. Geopolitical conditions, including the Russia-Ukraine conflict, the Israel-Hamas conflict, and escalating military conflicts involving the United States, Israel, and Iran, could materially adversely affect the search for a target business and the operations of a post-combination company, leading to market volatility, supply chain disruptions, and increased cyber-attacks ⁴⁰. The increasing number of SPACs and competition for attractive targets may raise acquisition costs or impair the ability to consummate a business combination ⁴¹. If third parties bring claims against the company, the proceeds in the trust account could be reduced, potentially lowering the per-share redemption price below $10.00 ⁴². The company may be treated as a passive foreign investment company (PFIC), resulting in adverse U.S. federal income tax consequences for U.S. investors ⁴³. If the initial business combination involves a U.S. company, a 1% U.S. federal excise tax on stock repurchases could be imposed on the company, reducing cash available for redemptions or the target business ⁴⁴.

Management's message to shareholders emphasizes leveraging the team's extensive experience and network to identify and acquire a company at the intersection of the A&D and TMT industries, including cybersecurity, secured communications, quantum-based command and control systems, AI, and ML ⁴⁵. The strategic priorities include tapping into a vast international network for acquisition opportunities, revitalizing the acquisition target to accelerate revenue growth and improve profit margins, and demonstrating a proven record of successful business combinations, building on the track record of GigCapital Global's nine affiliated SPACs, five of which have completed business combinations ⁴⁶. The company aims to distinguish itself through its management's ability to drive value post-combination by implementing strategies focused on growth and fostering a results-driven culture ⁴⁷. Management also highlights its expertise in navigating the highly regulated global A&D and TMT economy, including legal and regulatory considerations such as licensing requirements and export controls ⁴⁸. The company has agreed to pay GigManagement, LLC a monthly fee of $30,000 for office space and administrative services, and its Chief Financial Officer, Christine M. Marshall, up to $20,000 per month for her services ⁴⁹. Additionally, advisory fees of $4,000 quarterly will be paid to each director, including Dr. Avi Katz, starting February 5, 2026, for activities such as identifying and investigating business targets and committee service ⁵⁰.