8-K
GigCapital9 Corp. (GIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2026
GigCapital9 Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43074 | 98-1894186 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification Number) |
| 1731 Embarcadero Rd., Suite 200 | ||
| --- | --- | |
| Palo Alto, CA 94303 | 94303 | |
| (650) 276-7040 | (Zip Code) |
(650) 276-7040
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-fifth of one Class A ordinary share | GIXXU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, $0.0001 par value | GIX | The Nasdaq Stock Market LLC |
| Rights, one right to receive one-fifth of one Class A ordinary share, each five rights entitling the holder thereof to receive one Class A ordinary share upon the consummation of a business combination | GIXXR | The Nasdaq Stock Market LLC |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Director Compensation
On February 5, 2026, the Board of Directors (the “Board”) of GigCapital9 Corp., a Cayman Islands exempted company (the “Company”) approved the payment by the Company of advisory fees in connection with certain activities on its behalf, such as identifying and investigating potential business targets and business combinations as well as pertaining to board committee service and administrative and analytical services. These advisory fees will be paid quarterly, and include payments to Dr. Avi S. Katz, the Chief Executive Officer. The quarterly amounts approved are as follows:
| Quarterly compensation prior<br>to signing a definitive<br>agreement with a defined<br>business combination target | Quarterly compensation following<br>the signing of a definitive<br>agreement with a defined business<br>combination target | |
|---|---|---|
| Dr. Avi S. Katz | $4,000 | $6,000 |
| Dr. Raluca Dinu | $4,000 | $6,000 |
| Admiral (Ret.)<br><br>David Ben-Bashat | $4,000 | $6,000 |
| Raanan I. Horowitz | $4,000 | $6,000 |
| Ambassador Adrian Zuckerman | $4,000 | $6,000 |
| Bryan Timm | $4,000 | $6,000 |
| Luis Machuca | $4,000 | $6,000 |
| Maj. General (Ret.)<br><br>Avi Mizrachi | $4,000 | $6,000 |
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.
| GIGCAPITAL9 CORP. | ||
|---|---|---|
| Dated: February 9, 2026 | By: | /s/ Dr. Avi S. Katz |
| Dr. Avi S. Katz | ||
| Chief Executive Officer |