GIW 8-K
GigCapital8 Corp. (GIW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 8.01 |
Other Events.
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On October 8, 2026, GigCapital8 Corp., a Cayman Islands exempted company (“SPAC”), entered into an Agreement and Plan of Merger, dated as of October 8, 2026 (the “Merger Agreement”), by and among SPAC, Quantisimo Holdings Corp., a British Virgin Islands business company formed by GigAcquisitions8 Corp., a Cayman Islands exempted company and the sponsor of SPAC (the “Sponsor”) (“PubCo”), Quantisimo Merger Sub Inc., a British Virgin Islands business company and a direct wholly owned subsidiary of PubCo (“Target Merger Sub”), GigCapital8 Merger Sub Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“SPAC Merger Sub”), Quantisimo Corp., a British Virgin Islands business company (the “Company”), WISeQey Corp, a British Virgin Islands business company (“WISeQey”), and SealSQ Corp, a British Virgin Islands business company (“SealSQ” and, together with WISeQey, the “Company Shareholders”) (the transactions contemplated by the Merger Agreement and the ancillary documents related thereto, the “Transactions”).
On October 9, 2026, SPAC, the Company and the Company Shareholders issued a joint press release announcing the execution of the Merger Agreement. The press release is attached to this Current Report as Exhibit 99.1 and incorporated by reference into this Current Report.
Additional Information and Where to Find It
In connection with the Transactions, SPAC and PubCo intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of SPAC and a prospectus of PubCo (the “Proxy Statement/Prospectus”). After the Registration Statement has been filed and declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. SPAC and PubCo will also file other documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, PUBCO, THE COMPANY AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC or PubCo, without charge, once available, on the SEC’s website at www.sec.gov or by directing a written request to: GigCapital8 Corp., Attn: Corporate Secretary, 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
SPAC, PubCo, the Company and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Transactions. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors and executive officers in SPAC’s filings with the SEC, including SPAC’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, filed with the SEC on March 31, 2026. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Transactions, which may in some cases be different from those of SPAC’s, PubCo’s or the Company’s equity holders generally, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by SPAC and PubCo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
Forward-Looking Statements:
This Current Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transactions involving SPAC, PubCo and the Company, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding SPAC, PubCo, the Company and the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions, the contribution of interests in the Company’s operating subsidiaries, the listing of PubCo’s securities on any securities exchange, the planned business strategy, plans and use of proceeds, objectives of management for future operations of PubCo, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Transactions, the satisfaction of closing conditions to the Transactions, the level of redemptions of SPAC’s public shareholders, and SPAC’s, PubCo’s and the Company’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s securities; the risk that the Transactions may not be completed by SPAC’s business combination deadline or by March 31, 2027, the outside date under the Merger Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of SPAC’s shareholders, the satisfaction of the minimum cash condition and SealSQ’s cash contribution; delays or failures to obtain necessary regulatory approvals required to complete the Transactions; the ability of WISeQey and SealSQ to complete the contribution of their interests in Miraex SA, SEALCOIN AG, WeCan Group SA and WISeSat.Space Holdings Corp. to the Company prior to closing; the failure to obtain any PIPE financing on acceptable terms or at all; failure to realize the anticipated benefits of the Transactions; the level of redemptions of SPAC’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of SPAC or the ordinary shares of PubCo; the effect of PubCo’s dual-class structure, under which holders of PubCo’s Class F shares will hold 49.999999% of the aggregate voting power of PubCo; the lack of a third-party fairness opinion in determining whether or not to pursue the Transactions; the failure of PubCo to obtain or maintain the listing of its securities on any securities exchange after closing of the Transactions; costs related to the Transactions and as a result of PubCo becoming a public company; PubCo’s status as a British Virgin Islands company and a foreign private issuer; the risk that the Transactions do not qualify for their intended tax treatment and risks relating to passive foreign investment company status; changes in business, market, financial, political and regulatory conditions; the risk that the Transactions disrupt current plans and operations of the Company, WISeQey or SealSQ; expectations relating to the demand for the Company’s quantum, post-quantum and space technologies and the Company’s ability to successfully commercialize its technologies, scale and grow its business and retain key management and employees; the risk that the Company is pursuing an emerging market; the cash position of the Company following the closing of the Transactions; the outcome of any potential legal proceedings that may be instituted against SPAC, PubCo, the Company, WISeQey, SealSQ or others following announcement of the Transactions; and those risk factors discussed in documents that SPAC or PubCo filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of SPAC dated as of October 6, 2025 and filed by SPAC with the SEC on October 6, 2025, SPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, SPAC’s Quarterly Reports on Form 10-Q, the
Registration Statement that will be filed by SPAC and PubCo and the Proxy Statement/Prospectus contained therein, and other documents filed by SPAC or PubCo from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that SPAC, PubCo or the Company presently knows or that SPAC, PubCo or the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SPAC, PubCo and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of SPAC, PubCo or the Company gives any assurance that any of them will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by SPAC, PubCo, the Company or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This Current Report and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, PubCo or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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104 |
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Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GIGCAPITAL8 CORP. |
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Dated: October 9, 2026 |
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By: |
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/s/ Dr. Avi S. Katz |
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Dr. Avi S. Katz |
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Chief Executive Officer |
Exhibit 99.1
Quantisimo Corp., the Pure-Play Sovereign Quantum Vertical Platform “Root to Qubit” Formed by WISeQey and SEALSQ, Signs Definitive Business Combination Agreement with GigCapital8 Corp. to Become a Nasdaq-Listed Public Company
Geneva, Switzerland/Palo Alto, CA – October 9, 2026 – Ad hoc announcement pursuant to Art. 53 LR Quantisimo Corp. (“Quantisimo”), a special purpose vehicle established by WISeQey (Nasdaq/SIX: WQEY)
and SEALSQ (Nasdaq: LAES), today announced that it has entered into a definitive Agreement and Plan of Merger. The proposed business combination (the “Business Combination” or the “transaction”) would result in Quantisimo and GigCapital8 Corp. (“GigCapital8”), A Private to Public Equity (PPE) company also known as a special purpose acquisition company (NASDAQ: GIW) becoming wholly owned subsidiaries of a newly formed British Virgin Islands holding company, Quantisimo Holding Corp. (“PubCo”), whose ordinary shares are expected to be listed on the Nasdaq Capital Market under the symbol “QSMO.”
A Pure-Play Sovereign Quantum Vertical Platform: “Root to Qubit”
Quantisimo is a special purpose technology vehicle established by WISeQey and its subsidiary SEALSQ to build a pure-play sovereign quantum vertical platform, “Root to Qubit.” Prior to closing, WISeQey and SEALSQ will contribute to Quantisimo their interests in the operating businesses of Miraex SA (Switzerland), SEALCOIN AG (Switzerland), WeCan Group SA (Switzerland) and WISeSat.Space.
A pure-play quantum company is a business whose primary operations, revenues, and investment profile focus exclusively on quantum computing, networking, sensing, or cybersecurity, rather than treating quantum as a side project within a larger conglomerate.
Quantisimo is being developed toward this model, with a strategy to integrate complementary capabilities across the quantum value chain. “Root to Qubit” describes its ambition to connect cryptographic roots of trust, secure identity and post-quantum protection with quantum networking, photonic technologies, quantum sensing, quantum computing and the infrastructure connecting these capabilities.
Its sovereign approach emphasizes trusted control of critical technologies, intellectual property, security architectures and deployment choices, enabling customers and partners to develop quantum infrastructure aligned with their security and sovereignty requirements.
Quantisimo is designed to give investors concentrated exposure to this sovereign quantum platform through proprietary technologies, strategic investments, intellectual property and selected assets from the SEALQuantum Sovereign Vertical Stack. Its strategy is to develop, acquire and commercialize complementary capabilities across the quantum value chain, progressively connecting the security foundations of digital infrastructure with the physical systems that generate, transmit and process quantum information.
Within this strategy, post-quantum cybersecurity, trusted digital transactions and secure satellite connectivity serve as enabling layers and applications of the sovereign quantum platform. Quantisimo’s pure-play positioning reflects its strategic focus on building and commercializing this integrated quantum ecosystem.
“Today marks a defining milestone in our ambition to build Quantisimo as a pure-play sovereign quantum vertical platform, from Root to Qubit,” said Carlos Moreira, Chief Executive Officer of WISeQey, SEALSQ and WISeSat.Space. “Our vision is to connect the foundations of digital trust with quantum networking, quantum computing and secure terrestrial and space infrastructure. By bringing together complementary businesses, intellectual property and strategic quantum investments, we aim to give governments, enterprises and infrastructure operators greater control over the technologies that will underpin the quantum economy. Partnering with GigCapital8 and Dr. Avi Katz, whose Mentor-Investor™ PPETM approach has guided numerous technology companies to the public markets, provides a path to the U.S. public markets to support this strategy. WISeQey and SEALSQ are expected to remain majority shareholders following closing, reflecting our long-term commitment to developing the platform and creating lasting value for our shareholders, partners and customers.”
Transaction Summary
Under the Agreement and Plan of Merger (the “Business Combination Agreement”), a subsidiary of PubCo will merge with and into GigCapital8, with GigCapital8 surviving as a wholly owned subsidiary of PubCo, and immediately thereafter a second subsidiary of PubCo will merge with and into Quantisimo, with Quantisimo surviving as a wholly owned subsidiary of PubCo. Each GigCapital8 Class A ordinary share will be exchanged for one PubCo ordinary share, each five GigCapital8 rights will convert into one PubCo ordinary share, and the shareholders of Quantisimo will receive an aggregate of 66,610,000 PubCo shares, consisting of ordinary shares and Class F shares, with all Class F shares (GigCapital8’s sponsor will also receive Class F shares for a portion of its GigCapital8 ordinary shares) carrying, in the aggregate, 49.999999% of PubCo’s total voting power.
Closing is conditioned on, among other things, available cash of at least $15 million, comprising cash from GigCapital8’s trust account after redemptions and any PIPE investment, together with a cash contribution from SEALSQ, which will receive additional PubCo ordinary shares at $10.00 per share for its contribution. Any PIPE investment is expected to be priced at not less than $10.00 per share. WISeQey, SEALSQ, GigCapital8’s sponsor and GigCapital8’s directors and officers will enter into customary lock-up agreements for six months following closing, and GigCapital8’s sponsor has agreed to vote its shares in favor of the transaction and not to redeem them.
The boards of directors of GigCapital8, Quantisimo, WISeQey and SEALSQ , and PubCo have approved the Business Combination, and the board of directors of GigCapital8 has unanimously recommended that GigCapital8’s shareholders approve it. The Business Combination is expected to be completed in the first quarter of 2027, subject to customary closing conditions, including the approval of GigCapital8’s shareholders, the effectiveness of the Registration Statement referenced below and the approval of PubCo’s listing on Nasdaq.
Additional information about the proposed Business Combination, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by GigCapital8 with the U.S. Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. In addition, PubCo intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a proxy statement of GigCapital8 and a prospectus of PubCo, and GigCapital8 and PubCo will file other documents regarding the Business Combination with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that GigCapital8 has filed or that GigCapital8, PubCo or Quantisimo may file with the SEC in connection with the Business Combination.
Advisors
Rimon P.C. is serving as United States legal counsel for Quantisimo, WISeQey and SEALSQ, and Harneys is serving as BVI counsel. DLA Piper LLP (US) is serving as legal counsel for GigCapital8, and Harneys is serving as GigCapital8’s Cayman Islands counsel and PubCo’s BVI counsel.
About WISeQey
WISeQey Corp. (“WISeQey”), is a British Virgin Islands holding company focused on post quantum cybersecurity, digital identity, space technology and the Internet of Things (IoT). Its operating subsidiaries and technology platforms address distinct parts of this portfolio:
Each subsidiary contributes to WISeQey’s mission of securing the internet while focusing on their respective areas of research and expertise. Their technologies seamlessly integrate into the comprehensive WISeQey platform. WISeQey secures digital identity ecosystems for individuals and objects using blockchain, AI, and IoT technologies. With over 1.6 billion microchips deployed across various IoT sectors, WISeQey plays a vital role in securing the Internet of Everything. Trusted by the OISTE/WISeQey cryptographic Root of Trust, WISeQey provides secure authentication and identification for IoT, blockchain, and AI applications. The WISeQey Root of Trust ensures the integrity of online transactions between objects and people. For more information on WISeQey’s strategic direction and its subsidiary companies, please visit www.wisekey.com.
About WISeSat.Space
WISeSat.Space is a space technology company focused on secure satellite communications for Internet of Things applications. Its approach combines satellite infrastructure with cybersecurity and digital identity technologies to support trusted communications between connected devices and ground-based systems.
About SEALSQ:
SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.
SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.
For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.
About Quantisimo Corp.
Quantisimo Corp. is being developed as a pure-play sovereign quantum vertical platform under the vision “Root to Qubit.” Established by WISeQey and SEALSQ, Quantisimo aims to integrate cryptographic roots of trust, post-quantum security, quantum networking, photonic technologies, quantum sensing, quantum computing and secure terrestrial and space infrastructure. Its proposed initial portfolio would comprise interests in Miraex SA, SEALCOIN AG, WeCan Group SA and WISeSat.Space Holdings Corp., with a strategy to expand complementary quantum capabilities through technology development, strategic investments and acquisitions. For additional information, visit https://www.WISeQey.com/.
About GigCapital8 Corp.
GigCapital8 Corp. is a Private-to-Public Equity (PPE)™ company, also known as a special purpose acquisition company, with a Mentor-Investor™ methodology and a mission to partner with a high technology differentiating company to forge a successful path to the public markets through a business
combination. GigCapital8 aims to partner with an innovative company with exceptional leaders in order to create an industry-leading partnership that will be successful for years to come.
Private-to-Public Equity (PPE)™ and Mentor-Investor™ are trademarks of GigManagement, LLC, a member entity of GigCapital Global and affiliate of GigCapital8 Corp., used pursuant to agreement.
Forward-Looking Statements
This press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or Quantisimo’s, PubCo’s, WISeQey’s, SEALSQ’s or GigCapital’s future financial or operating performance. For example, statements regarding Quantisimo’s anticipated growth and other metrics; the anticipated future demand for quantum, post-quantum and space technologies; the future demand and commercialization of Quantisimo’s technologies; potential relationships or engagements; the outcome of Quantisimo’s regulatory matters; and statements regarding the benefits of the Business Combination and the anticipated timing of the completion of the Business Combination are all forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations thereof or similar terminology.
These forward-looking statements regarding future events and the future results of Quantisimo, PubCo, WISeQey, SEALSQ and GigCapital8 are based upon estimates and assumptions that, while considered reasonable by Quantisimo, PubCo, WISeQey, SEALSQ, GigCapital8, and their respective management teams, are inherently uncertain and subject to risks, variability and contingencies, many of which are beyond Quantisimo’s, PubCo’s, WISeQey’s, SEALSQ’s or GigCapital8’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or other definitive agreements in connection thereto; the outcome of any legal proceedings that may be instituted against Quantisimo, PubCo, WISeQey, SEALSQ, GigCapital8 or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of GigCapital8; failure to obtain financing to complete the Business Combination or to satisfy other conditions to closing, including SEALSQ’s cash contribution; delays or failures to obtain necessary regulatory approvals required to complete the Business Combination or related transactions; changes to the proposed structure of the Business Combination as a result of applicable laws, regulations or conditions; the ability of WISeQey and SEALSQ to complete the contribution of their interests in Miraex SA, SEALCOIN AG, WeCan Group SA and WISeSat.Space to Quantisimo prior to closing; projections, estimates and forecasts of revenue and other financial and performance metrics; projections about industry trends and market opportunity; expectations relating to
the demand for Quantisimo’s technologies; Quantisimo’s ability to scale and grow its business; the cash position of Quantisimo following closing of the Business Combination; the ability to meet listing standards in connection with, and following, the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Quantisimo, WISeQey or SEALSQ as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Quantisimo to successfully commercialize its technologies, and Quantisimo’s ability to source and maintain key relationships with management and key employees; costs related to the Business Combination; changes in applicable laws and regulations; political and economic developments and market volatility; the risk that Quantisimo does not ever enter into any definitive agreements in connection with commercialization of its technology; the risk that Quantisimo is pursuing an emerging market; and other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by WISeQey, SEALSQ, GigCapital8 and/or PubCo, including the Registration Statement that Quantisimo, PubCo and GigCapital8 intend to file in connection with the Business Combination.
If any of these risks materialize or Quantisimo’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements. There may be additional risks that Quantisimo, PubCo, WISeQey, SEALSQ or GigCapital8 do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Quantisimo, PubCo, WISeQey, SEALSQ or GigCapital8 reflect the expectations, plans or forecasts of future events and views of Quantisimo, PubCo, WISeQey, SEALSQ and GigCapital8 and speak only as of the date they are made. None of Quantisimo, WISeQey, SEALSQ or GigCapital8 undertake any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. These forward-looking statements should not be relied upon as representing Quantisimo’s, PubCo’s, WISeQey’s, SEALSQ’s or GigCapital8’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information About the Transaction and Where to Find It
The proposed transaction will be submitted to GigCapital8’s shareholders for their consideration and approval. GigCapital8 and PubCo intend to file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to GigCapital8’s shareholders in connection with GigCapital8’s solicitation of proxies for the shareholder vote in connection with the proposed Business Combination, the prospectus relating to the offer of securities to be issued by PubCo in connection with the Business Combination, and other matters to be described in the Registration Statement. After the Registration Statement has been filed and declared effective by the SEC, GigCapital8
will mail a definitive proxy statement/prospectus and other relevant documents (the “GigCapital8 Shareholder Materials”) to its shareholders as of the record date established for voting on the proposed
Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, GIGCAPITAL8’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH GIGCAPITAL8’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT GIGCAPITAL8, PUBCO, QUANTISIMO AND THE PROPOSED BUSINESS COMBINATION. Shareholders and other interested parties may obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to GigCapital8 Corp., Attn: Corporate Secretary, 1731 Embarcadero Road, Suite 200, Palo Alto, CA.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION OR ANY INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Quantisimo, PubCo, GigCapital8 and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of GigCapital8’s shareholders in connection with the Business Combination. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of GigCapital8’s directors and executive officers in its filings with the SEC, including GigCapital8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GigCapital8 shareholders in connection with the Business Combination will be set forth in the Registration Statement, along with information concerning the interests of Quantisimo’s and GigCapital8’s participants in the solicitation. Such interests may in some cases be different from those of Quantisimo’s, PubCo’s or GigCapital8’s equity holders generally.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Contact:
WISeQey Investor Contact:
Carlos Moreira
Chief Executive Officer
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
GigCapital8 Investor Contact:
Christine M. Marshall
Chief Financial Officer
[email protected]