GIGGW Director Discloses 12.2M Convertible Shares via Sponsor

Rhea-AI Filing Summary

Raluca Dinu, a director of GigCapital7 Corp., reported beneficial ownership of Class A ordinary shares through convertible Class B shares held by the Sponsor, GigAcquisitions7 Corp. The filing shows an indirect interest in 12,207,246 Class A ordinary shares attributable to the Sponsor's Class B shares, which are convertible into Class A shares and have no expiration. Up to 2,000,000 of those Class B shares are subject to forfeiture depending on underwriter overallotment. Voting and dispositive power over the Sponsor's shares is shared by Dr. Raluca Dinu and Dr. Katz as members of the Sponsor, and the Form is filed by one reporting person.

Positive

• Clear disclosure of beneficial ownership amounting to 12,207,246 Class A ordinary shares (via convertible Class B shares)
• Convertible Class B shares have no expiration, preserving potential long-term exposure to Class A shares
• Filing identifies the Sponsor and the individuals (Dr. Raluca Dinu and Dr. Katz) who hold voting and dispositive power, improving transparency

Negative

• Up to 2,000,000 shares are subject to forfeiture, creating uncertainty about the final share count
• Voting and dispositive power is shared between two Sponsor members, which may complicate assessments of single-party control

Insights

Financial Analyst

TL;DR Director disclosure shows a large indirect stake via convertible sponsor shares; conversion potential affects share count and possible future float.

The filing documents an indirect beneficial interest in 12,207,246 Class A ordinary shares via Class B shares held by the Sponsor. The convertible Class B shares have no expiration, which means the underlying Class A exposure is persistent until conversion or forfeiture. The inclusion of up to 2,000,000 forfeitable shares tied to overallotment could change ultimate share ownership depending on underwriting outcomes. Shared voting/dispositive power between two Sponsor members should be noted when assessing control and potential coordinated voting.

Corporate Governance Expert

TL;DR Disclosure clarifies ownership and control structure but shows shared sponsor control, which is relevant for governance analysis.

The Form identifies the Sponsor as the direct holder and states that Dr. Dinu and Dr. Katz jointly hold voting and dispositive power over those Sponsor-held shares. This joint control is material for governance assessment because it affects who can influence board matters or extraordinary corporate actions. The filing also documents a potential reduction in holdings through forfeiture of up to 2,000,000 Class B shares, which could modestly alter alignment among insiders.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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)

2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2024

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/28/2024

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	12,207,246(2)	(1)	I	By GigAcquisitions7 Corp.(3)

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. Includes up to 2,000,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment is exercised, if at all.

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. Raluca Dinu, GigCapital7 Corp.'s Director and Dr. Katz, GigCapital7 Corp.'s Chairman of the Board of Directors. Dr. Katz and Dr. Dinu are the members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor.

	/s/ Dr. Raluca Dinu	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 stake does Dr. Raluca Dinu report in GigCapital7 (GIGGW)?

Dr. Raluca Dinu reports an indirect beneficial interest in 12,207,246 Class A ordinary shares through the Sponsor's convertible Class B shares.

Are the reported Class B shares convertible and do they expire?

Yes, the Class B ordinary shares are convertible into Class A ordinary shares and the filing states they have no expiration date.

How many of the shares are subject to forfeiture?

The filing discloses that up to 2,000,000 Class B ordinary shares are subject to forfeiture depending on underwriter overallotment.

Who holds voting and dispositive power over the Sponsor's shares?

Voting and dispositive power over the Sponsor-held shares is shared by Dr. Raluca Dinu and Dr. Katz, the two members of the Sponsor.

Was this Form filed by more than one reporting person?

No. The Form indicates it was filed by one reporting person.