GIW

Business Context and Reporting Period

GigCapital8 Corp. is a Cayman Islands exempted company organized as a Special Purpose Acquisition Company (SPAC) or "blank check" company. The company was incorporated on June 30, 2025, and completed its Initial Public Offering (IPO) on October 7, 2025. As of the reporting date, the company has not commenced any operations; its activities are limited to identifying and consummating a Business Combination. The filing covers the quarterly period ended June 30, 2026.

Key Financial Metrics

Results of Operations (Six Months Ended June 30, 2026):

• Revenue: $0 (No operating revenue).
• Net Income: $3,935,587 (Driven by interest/dividend income on Trust Account).
• Operating Expenses: $600,489 (General and administrative).
• Net Cash Used in Operating Activities: $726,417.

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased by approximately $4.5 million due to interest and dividend income earned on U.S. government treasury bills and money market funds.
• Working Capital Decline: Cash held outside the Trust Account decreased from $1.44 million to $716,054, reflecting the burn rate of operating expenses ($600k for the six months) and reductions in accounts payable and accrued liabilities.
• Equity Accretion: Shareholders' equity decreased due to the accretion of Class A ordinary shares to their redemption value, which is recorded as a charge against retained earnings.
• Liability Reduction: Total liabilities decreased by approximately $165,000, primarily due to the payment of accounts payable and related party payables.

Outlook, Risks, and Management Commentary

Business Combination Progress: On June 25, 2026, the Company announced a Letter of Intent (LOI) with Quantisimo Corp. to explore a Business Combination. The proposed transaction aims to create a Nasdaq-listed strategic quantum technology platform with an initial pre-money enterprise value of approximately $575 million. The transaction is subject to definitive agreements, due diligence, and regulatory approvals.

Liquidity and Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed. The Company has until October 7, 2027 (24 months from IPO) to complete a transaction. If unsuccessful, the Company will liquidate and distribute Trust Account funds to shareholders.

Risks:

• Transaction Uncertainty: No assurance that the LOI with Quantisimo will result in a definitive agreement or closing.
• Redemption Risk: Significant shareholder redemptions could reduce the cash available for the post-combination company.
• Listing Risk: Failure to meet Nasdaq listing requirements post-combination could result in delisting or trading as a "penny stock."
• Expiration of Rights: If no Business Combination occurs, the rights included in the Units will expire worthless.

Investor Verification Checklist

• LOI Status: Verify if a definitive merger agreement has been signed with Quantisimo Corp. and the timeline for closing.
• Redemption Rights: Confirm the current redemption value per share ($10.26 as of June 30, 2026) and any shareholder votes scheduled.
• Working Capital Runway: Assess if the remaining $716,054 in working capital is sufficient to fund operations until the October 2027 deadline or the closing of the deal.
• Related Party Agreements: Review the $30,000/month administrative fee agreement with GigManagement, LLC and the $15,000/month fee for the CFO.
• Share Structure: Note that 25,300,000 Class A shares are subject to redemption, while 10,814,432 Class B shares (Founder Shares) are held by the Sponsor and insiders.