GigCapital7 (GIGGU) sponsor gains $293,000 note convertible into 29,300 units

Rhea-AI Filing Summary

GigCapital7 Corp. insiders reported the indirect acquisition of an Amended and Restated Convertible Promissory Note by their sponsor entity, GigAcquisitions7 Corp.. The Note has a principal amount of $293,000.00 and may be converted into 29,300 units.

Each unit consists of one Class A ordinary share and one warrant to purchase one Class A ordinary share, for a potential total of 29,300 Class A ordinary shares and warrants to purchase an additional 29,300 Class A ordinary shares upon consummation of a business combination, at the sponsor’s discretion. The acquisition is reported as an exempt grant under Rule 16b-3.

The Note is payable on the earlier of the company’s initial business combination or its winding up, and may be converted upon or before payment as elected by the payee. Voting and dispositive power over sponsor-held shares rests with CEO Dr. Avi S. Katz and director Dr. Raluca Dinu as the sponsor’s sole members.

Insights

Equity compensation and SPAC structure analyst

Routine sponsor financing via a convertible note that can turn into SPAC equity and warrants.

The transaction records an Amended and Restated Convertible Promissory Note for $293,000.00 issued to GigAcquisitions7 Corp., the sponsor of GigCapital7 Corp.. This note may convert into 29,300 units, each unit being one Class A ordinary share plus one warrant.

Upon a business combination, conversion could create 29,300 Class A shares and warrants for an additional 29,300 Class A shares. This fits typical SPAC sponsor financing structures, aligning insiders with the deal outcome rather than reflecting open-market buying or selling. The filing describes the grant as exempt under Rule 16b-3, underscoring its compensation and insider-approval nature.

The note becomes payable on the earlier of an initial business combination or winding up, with conversion at the sponsor’s option before or at repayment. Actual dilution will depend on whether the sponsor elects to convert, which will be clearer once a specific business combination is pursued.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Katz Avi S, GigAcquisitions7 Corp., Dinu Raluca

Role CEO; Chairmain | null | null

Type	Security	Shares	Price	Value
Grant/Award	Convertible Promissory Note	29,300	$0.00	--
Grant/Award	Convertible Promissory Note	29,300	$0.00	--

Holdings After Transaction: Convertible Promissory Note — 29,300 shares (Indirect, GigAcquisitions7 Corp.)

Footnotes (1)

1. On April 16, 2026, the Issuer entered into an Amended and Restated Convertible Promissory Note (the "Note") promising to pay Sponsor, $293,000.00. All amounts due under the Note may be converted into 29,300 units. Each unit consisting of one Class A ordinary share and one warrant to purchase one Class A ordinary share, resulting in the aggregate of 29,300 Class A ordinary shares and warrants to purchase an additional 29,300 Class A ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combination. The warrants shall have the same terms and conditions as warrants issued in the Issuer's initial public offering. The acquisition of the Note by the Sponsor, and through it, the beneficial acquisition of the Note by the Sponsor's sole members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The principal balance of the Note shall be payable by the Issuer on the earlier of: (i) the date on which Issuer consummates its initial business combination or (ii) the date that the winding up of the Issuer is effective. Payee may elect to convert the Note upon consummation of an initial business combination of the Issuer or at Payee's option at any time prior to the payment in full. The Issuer's Class A ordinary shares and warrants as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-280015). The Class B ordinary shares are held directly by GigAcquisitions7 Corp. (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital7 Corp.'s Chief Executive Officer and Chairman of the Board of Directors, and Dr. Raluca Dinu, GigCapital7 Corp.'s Director. Dr. Katz and Dr. Dinu are the sole members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor.

Key Figures

Convertible note principal: $293,000.00 Units on conversion: 29,300 units Underlying Class A shares: 29,300 Class A ordinary shares +3 more

6 metrics

Convertible note principal $293,000.00 Principal amount promised to sponsor under Amended and Restated Convertible Promissory Note

Units on conversion 29,300 units Maximum units issuable upon conversion of the note

Underlying Class A shares 29,300 Class A ordinary shares Shares included in units upon conversion of the note

Underlying warrants 29,300 warrants Warrants to purchase additional 29,300 Class A ordinary shares

Transaction code A (Grant, award, or other acquisition) Form 4 code describing the sponsor’s acquisition of the convertible note

Exercise price recorded $0.0000 per unit Conversion or exercise price field for the derivative transactions in the Form 4

Key Terms

Amended and Restated Convertible Promissory Note, Rule 16b-3, initial business combination, Class A ordinary shares, +2 more

6 terms

Amended and Restated Convertible Promissory Note financial

"the Issuer entered into an Amended and Restated Convertible Promissory Note (the "Note") promising to pay Sponsor, $293,000.00"

Rule 16b-3 regulatory

"The acquisition of the Note by the Sponsor ... is an exempt transaction under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

initial business combination financial

"upon the consummation of the business combination ... initial business combination of the Issuer"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Class A ordinary shares financial

"Each unit consisting of one Class A ordinary share and one warrant to purchase one Class A ordinary share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

warrants financial

"warrants to purchase an additional 29,300 Class A ordinary shares of the Issuer"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

winding up regulatory

"payable by the Issuer on the earlier of ... initial business combination or (ii) the date that the winding up of the Issuer is effective"

Winding up is the formal process of closing a company: selling its assets, paying creditors, settling outstanding obligations and then dissolving the business. For investors it signals the end of ordinary operations and shows how much, if anything, will be recovered from remaining assets—like a store selling off fixtures to pay bills—so it determines whether shareholders or lenders receive any value and how much.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Katz Avi S

(Last) (First) (Middle)

C/O GIGCAPITAL7 CORP.

1731 EMBARCADERO RD, SUITE 200

(Street)

PALO ALTO CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GigCapital7 Corp. [ GIGGU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO; Chairmain

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	(1)	04/16/2026		A		29,300		(1)	(2)	Class A ordinary shares	29,300	(3)	29,300	I	GigAcquisitions7 Corp.(4)
Convertible Promissory Note	(1)	04/16/2026		A		29,300		(1)	(2)	Warrants	29,300	(3)	29,300	I	GigAcquisitions7 Corp.(4)

1. Name and Address of Reporting Person^*

Katz Avi S

(Last) (First) (Middle)

C/O GIGCAPITAL7 CORP.

1731 EMBARCADERO RD, SUITE 200

(Street)

PALO ALTO CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO; Chairmain

1. Name and Address of Reporting Person^*

GigAcquisitions7 Corp.

(Last) (First) (Middle)

C/O GIGCAPITAL7 CORP.

1731 EMBARCADERO RD, SUITE 200

(Street)

PALO ALTO CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Dinu Raluca

(Last) (First) (Middle)

C/O GIGCAPITAL7 CORP.

1731 EMBARCADERO ROAD SUITE 200

(Street)

PALO ALTO CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On April 16, 2026, the Issuer entered into an Amended and Restated Convertible Promissory Note (the "Note") promising to pay Sponsor, $293,000.00. All amounts due under the Note may be converted into 29,300 units. Each unit consisting of one Class A ordinary share and one warrant to purchase one Class A ordinary share, resulting in the aggregate of 29,300 Class A ordinary shares and warrants to purchase an additional 29,300 Class A ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combination. The warrants shall have the same terms and conditions as warrants issued in the Issuer's initial public offering. The acquisition of the Note by the Sponsor, and through it, the beneficial acquisition of the Note by the Sponsor's sole members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

2. The principal balance of the Note shall be payable by the Issuer on the earlier of: (i) the date on which Issuer consummates its initial business combination or (ii) the date that the winding up of the Issuer is effective. Payee may elect to convert the Note upon consummation of an initial business combination of the Issuer or at Payee's option at any time prior to the payment in full.

3. The Issuer's Class A ordinary shares and warrants as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-280015).

4. The Class B ordinary shares are held directly by GigAcquisitions7 Corp. (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital7 Corp.'s Chief Executive Officer and Chairman of the Board of Directors, and Dr. Raluca Dinu, GigCapital7 Corp.'s Director. Dr. Katz and Dr. Dinu are the sole members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor.

	/s/ Dr. Avi S. Katz, individually	04/20/2026
	/s/ Dr. Avi S. Katz, as managing member of GigAcquisitions7 Corp.	04/20/2026
	/s/ Dr. Raluca Dinu, individually	04/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GigCapital7 Corp. (GIGGU) report in this Form 4?

GigCapital7 reported that its sponsor, GigAcquisitions7 Corp., acquired an Amended and Restated Convertible Promissory Note for $293,000.00. This note can be converted into 29,300 units, each unit consisting of one Class A ordinary share and one warrant.

How many shares and warrants could the new GigCapital7 (GIGGU) note generate?

If fully converted, the note may become 29,300 units. Each unit is one Class A ordinary share and one warrant, allowing a total of 29,300 Class A shares and warrants to purchase an additional 29,300 Class A shares at the sponsor’s discretion.

Who holds voting power over the GigCapital7 (GIGGU) sponsor securities tied to this note?

The sponsor’s securities are beneficially owned by Dr. Avi S. Katz and Dr. Raluca Dinu. As the sole members of GigAcquisitions7 Corp., they hold voting and dispositive power over shares and related interests associated with the sponsor.

When is the GigCapital7 (GIGGU) convertible note due or payable?

The principal on the note is payable on the earlier of two events: when GigCapital7 consummates its initial business combination, or when its winding up becomes effective. The payee may also elect to convert the note before full payment.

Is the GigCapital7 (GIGGU) sponsor note acquisition an exempt insider transaction?

Yes. The filing states that the sponsor’s acquisition of the note, and the related beneficial acquisition by its sole members, is an exempt transaction under Rule 16b-3 under the Securities Exchange Act of 1934, which governs certain insider-related awards.

What type of securities underlie the GigCapital7 (GIGGU) convertible note?

The note may be converted into units comprised of Class A ordinary shares and warrants. The warrants have the same terms and conditions as those issued in GigCapital7’s initial public offering, providing rights to purchase additional Class A ordinary shares.