Form 4: Katz Avi S reports multiple insider transactions in GIG

Rhea-AI Filing Summary

Katz Avi S reported multiple insider transaction types in a Form 4 filing for GIG. The filing lists transactions totaling 204,600 shares. Following the reported transactions, holdings were 14,800 shares.

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

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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 CA 94303

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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

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

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

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
Class B ordinary shares	(1)	01/21/2026		S(2)			175,000	(1)	(1)	Class A ordinary shares	175,000	(1)(2)	9,932,246	I	GigAcquisitions7 Corp.(3)
Convertible Promissory Note	(4)	01/30/2026		A		14,800		(4)	(5)	Class A ordinary shares	14,800	(6)	14,800	I	GigAcquisitions7 Corp.(3)
Convertible Promissory Note	(4)	01/30/2026		A		14,800		(4)	(5)	Warrants	14,800	(6)	14,800	I	GigAcquisitions7 Corp.(3)

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 CA 94303

(City) (State) (Zip)

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 CA 94303

(City) (State) (Zip)

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 CA 94303

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-280015) and have no expiration date.

2. The reporting person sold 175,000 shares of Class B ordinary shares for an aggregate of $148,750, which the reporting person holds indirectly through GigAcquisitions7 Corp.

3. 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.

4. On January 30, 2026, the Issuer entered into a Convertible Promissory Note (the "Note") promising to pay Sponsor, $148,000.00. All amounts due under the Note may be converted into 14,800 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 14,800 Class A ordinary shares and warrants to purchase an additional 14,800 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.

5. 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.

6. 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).

	/s/ Dr. Avi S. Katz, individually	02/17/2026
	/s/ Dr. Avi S. Katz, as managing member of GigAcquisitions7 Corp.	02/17/2026
	/s/ Dr. Raluca Dinu, individually	02/17/2026
	** 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).
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FAQ

What insider transactions were reported for GigCapital7 Corp. (GIG) in this Form 4?

The filing reports that GigCapital7’s sponsor entity sold 175,000 Class B ordinary shares for an aggregate $148,750 and separately acquired a $148,000 convertible promissory note that can be turned into units with Class A shares and warrants.

Who is behind GigAcquisitions7 Corp. in the GigCapital7 (GIG) Form 4 filing?

GigAcquisitions7 Corp., the sponsor, holds shares beneficially owned by Dr. Avi Katz, GigCapital7’s CEO and Chairman, and Dr. Raluca Dinu, a director. They are the sponsor’s sole members and share voting and dispositive power over the sponsor’s holdings.

How many GigCapital7 (GIG) Class B shares were sold and for how much?

The sponsor entity associated with GigCapital7 insiders sold 175,000 Class B ordinary shares for an aggregate consideration of $148,750. These Class B shares are convertible into Class A ordinary shares as described in GigCapital7’s registration statement on Form S-1.

What are the key terms of the GigCapital7 (GIG) convertible promissory note?

GigCapital7 issued a $148,000 convertible promissory note to its sponsor. The note is convertible into 14,800 units, each unit containing one Class A ordinary share and one warrant to purchase one Class A ordinary share, at the sponsor’s discretion upon a business combination.

What securities can the GigCapital7 (GIG) note convert into if exercised?

If converted, the $148,000 note can become 14,800 units. Each unit includes one Class A ordinary share and one warrant to buy one Class A ordinary share, resulting in 14,800 Class A shares and warrants for 14,800 additional Class A shares.

When is the GigCapital7 (GIG) convertible promissory note due?

The principal of the GigCapital7 sponsor note is payable on the earlier of the company’s initial business combination or its winding up. The payee may also elect to convert the note any time before full repayment, including upon a business combination.

How are the GigCapital7 (GIG) sponsor’s warrants described in the Form 4?

The warrants issuable upon conversion of the sponsor’s note will purchase Class A ordinary shares and have the same terms and conditions as the warrants issued in GigCapital7’s initial public offering, aligning their structure with the IPO warrants described in the S-1 registration statement.