GigCapital7 ownership update: Sponsor holds 12.2M Class A shares; 2M Class B forfeitable

Rhea-AI Filing Summary

GigCapital7 Corp. (GIGGU) Form 3/A amends the initial beneficial ownership disclosure for reporting persons including Dr. Avi S. Katz and GigAcquisitions7 Corp. The filing shows that 12,207,246 Class A ordinary shares are beneficially owned indirectly by the Sponsor, GigAcquisitions7 Corp., and that certain Class B ordinary shares held by the Sponsor are convertible into Class A shares with no expiration date. The Sponsor's holdings include up to 2,000,000 Class B ordinary shares that may be forfeited depending on underwriters' over-allotment.

The Sponsor's beneficial ownership is attributed to Dr. Katz and Dr. Raluca Dinu, who are members of the Sponsor and have voting and dispositive power over the shares. The report lists the event date as 08/28/2024 and is signed by Dr. Avi S. Katz on 09/02/2025.

Positive

• Clear identification of reporting persons including Dr. Avi S. Katz and GigAcquisitions7 Corp.
• Quantified indirect ownership of 12,207,246 Class A ordinary shares held by the Sponsor
• Disclosure of conversion terms for Class B ordinary shares as having no expiration date
• Transparency on beneficial owners: Dr. Katz and Dr. Raluca Dinu are identified as having voting and dispositive power

Negative

• None.

Insights

Financial Analyst

TL;DR Disclosure clarifies substantial indirect ownership by the Sponsor, useful for understanding insider concentration.

The amended Form 3 details indirect beneficial ownership of 12,207,246 Class A ordinary shares held through GigAcquisitions7 Corp., plus Class B shares convertible with no expiration. For investors and analysts, the filing documents insider control and potential dilution mechanics tied to up to 2,000,000 forfeitable Class B shares related to the underwriter over-allotment. The clear attribution of voting and dispositive power to Dr. Katz and Dr. Dinu reduces ambiguity about control but does not provide transaction intent or timeline.

Corporate Governance Expert

TL;DR The filing confirms who holds voting and dispositive power, strengthening transparency on board-level ownership.

The Form 3/A assigns beneficial ownership of Sponsor-held shares to its members, Dr. Avi S. Katz and Dr. Raluca Dinu, and explains conversion and forfeiture conditions for Class B shares. This is a routine but important governance disclosure: it clarifies the chain of ownership and potential sources of share conversion without introducing new governance changes or transactions. No direct indications of transfers, sales, or change-in-control events are disclosed.

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^*

Katz Avi S

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/30/2024

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 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)

1. Name and Address of Reporting Person^*

Katz Avi S

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

GigAcquisitions7 Corp.

(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

	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. 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. Katz, GigCapital7 Corp.'s Chairman of the Board of Directors, and Dr. Raluca Dinu, GigCapital7 Corp.'s Director. 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. Avi S. Katz, individually	09/02/2025
	/s/ Dr. Avi S. Katz, as managing member of GigAcquisitions7 Corp.	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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FAQ

What shares does the Form 3/A report for GigCapital7 (GIGGW)?

The filing reports indirect beneficial ownership of 12,207,246 Class A ordinary shares held by GigAcquisitions7 Corp. and Class B ordinary shares held by the Sponsor that are convertible into Class A shares.

Who are the beneficial owners named in the filing?

The Sponsor's shares are beneficially owned by Dr. Avi S. Katz and Dr. Raluca Dinu, who have voting and dispositive power over the Sponsor-held shares.

Are the Class B ordinary 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.

Does the filing mention any forfeitable shares?

Yes, the filing notes inclusion of up to 2,000,000 Class B ordinary shares that are subject to forfeiture depending on the underwriters' over-allotment.

What are the key dates shown on the Form 3/A?

The event date requiring the statement is 08/28/2024 and the form is signed by Dr. Avi S. Katz on 09/02/2025.