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 reporting period covers the three months ended September 30, 2025, and the period from inception on June 30, 2025, through September 30, 2025. The Company was formed to effect a business combination with one or more target businesses. As of the balance sheet date, the Company had not commenced any operations; all activity related to its formation and preparation for its Initial Public Offering (IPO).

Key Financial Metrics

Debt and Liquidity: The Company had no long-term debt as of September 30, 2025. A related party loan of $100,000 was settled during the period. The Company reported a negative working capital position prior to the IPO closing.

Material Changes and Subsequent Events

The most significant development occurred subsequent to the reporting period. On October 7, 2025, the Company consummated its Initial Public Offering (IPO):

• Units Sold: 25,300,000 Units (including full exercise of the 3,300,000 over-allotment option).
• Price: $10.00 per Unit.
• Gross Proceeds: $253,000,000.
• Trust Account: $253,000,000 was deposited into the Trust Account.
• Private Placement: Simultaneously, the Company sold Private Investor Shares and Private Placement Units for an aggregate of $3,551,266 (Note: The balance sheet reflects $3,357,006 in subscription liability prior to the full closing).
• Transaction Costs: Total transaction costs were $1,788,054, including $1,025,000 in underwriting fees.

As of September 30, 2025, the Company had received $3,357,006 in proceeds for Private Investor Shares and Private Placement Units, recorded as a subscription liability, pending the closing of the Offering.

Outlook, Risks, and Management Commentary

Outlook: The Company intends to use the net proceeds from the Offering to consummate a Business Combination with a target business having a fair market value of at least 80% of the Trust Account balance. The Company has 24 months from the closing of the Offering to complete this transaction. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account.

Risks and Contingencies:

• Liquidity: Prior to the IPO, the Company lacked sufficient liquidity to sustain operations for one year. Management determined that the IPO proceeds alleviate this substantial doubt.
• Share Forfeiture: Up to 1,023,943 Class B ordinary shares (Founder Shares) are subject to forfeiture if the over-allotment option is not exercised in full. (Note: The over-allotment was fully exercised in the subsequent event).
• Related Party Transactions: The Sponsor and certain institutional investors hold Founder Shares and Private Placement Units with specific redemption waivers and lock-up periods.
• Market Risk: As of September 30, 2025, the Company was not subject to market or interest rate risk, though funds in the Trust Account will be invested in U.S. government securities.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing date and the exact amount deposited into the Trust Account ($253,000,000) as disclosed in the subsequent events.
• Over-Allotment Exercise: Confirm that the underwriter exercised the full 3,300,000 unit over-allotment option, preventing the forfeiture of Founder Shares.
• Private Placement Terms: Review the final terms of the Private Placement Units and Private Investor Shares to ensure the 30% ownership stake for insiders/institutional investors is maintained.
• Transaction Costs: Verify the final underwriting discounts and offering costs deducted from the gross proceeds ($1,788,054 total).
• Trust Account Restrictions: Confirm the specific conditions under which funds can be withdrawn from the Trust Account (e.g., taxes, business combination completion, or liquidation).