GigCapital7 (NASDAQ: GIG) adds $148K sponsor working capital note

Rhea-AI Filing Summary

GigCapital7 Corp. entered into a new unsecured convertible promissory note for $148,000 with its sponsor, GigAcquisitions7 Corp., to fund working capital. The note bears no interest and is due upon completion of the company’s initial business combination.

At the sponsor’s election, the note can convert at the time of the initial business combination into units at $10.00 per unit, up to 14,800 private placement units. Each unit consists of one common share and one redeemable warrant, on terms identical to the private placement units from the company’s initial public offering.

8-K Event Classification

3 items: 2.03, 3.02, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

January 30, 2026

Date of Report (Date of earliest event reported)

GigCapital7 Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42262		98-1790710
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant’s Telephone Number, Including Area Code)

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 Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant		GIGGU		The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value		GIG		The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		GIGGW		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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 30, 2026, GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), issued an unsecured convertible promissory note (the “Working Capital Note”) in the principal amount of $148,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”). The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.

The Working Capital Note bears no interest and is repayable in full upon the consummation of a business combination by the Company, except that the Working Capital Note may be converted, at the sole election of our Sponsor, into units of the Company at the consummation of the Company’s initial business combination.

A copy of the Working Capital Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to such Note.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 14,800 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. Each private placement unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. The warrants constituting a part of the private placement units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution and was not issued through any general solicitation or advertisement.

Item 9.01 Financial Statements and Exhibits

Exhibit Number
10.1		Promissory Note for Working Capital dated January 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

GIGCAPITAL7 CORP.
By:		/s/ Dr. Avi Katz
Name:		Dr. Avi Katz
Title:		Chief Executive Officer of GigCapital7 Corp. (Principal Executive Officer)

Date: February 4, 2026

FAQ

What did GigCapital7 (GIG) disclose in this 8-K filing?

GigCapital7 disclosed a new unsecured convertible promissory note for $148,000 issued to its sponsor to fund working capital. The note is interest-free, due at the initial business combination, and can be converted into private placement units at the sponsor’s election.

What are the key terms of GigCapital7’s $148,000 working capital note?

The working capital note has a principal amount of $148,000, bears no interest, and is repayable upon completion of GigCapital7’s initial business combination. The sponsor may instead convert it into units at $10.00 per unit, identical to prior private placement units.

How many GigCapital7 units could be issued if the note converts?

If fully converted, the $148,000 working capital note would become 14,800 private placement units. Each unit includes one common share and one redeemable warrant, matching the structure of the private placement units from GigCapital7’s initial public offering.

Who provided the loan to GigCapital7 and why?

The loan was provided by GigAcquisitions7 Corp., GigCapital7’s sponsor, through a convertible promissory note. GigCapital7 issued the note in exchange for funds to cover its working capital needs as it progresses toward completing an initial business combination.

Does GigCapital7’s new working capital note accrue interest?

The working capital note bears no interest. GigCapital7 must repay the principal upon completing its initial business combination, unless the sponsor elects to convert the $148,000 balance into private placement units at a conversion price of $10.00 per unit instead.

What securities are included in GigCapital7’s private placement units?

Each private placement unit consists of one share of GigCapital7 common stock and one redeemable warrant. The warrants are exercisable during the period and on the terms set out in the applicable warrant agreement governing GigCapital7’s private placement and related warrants.