GigCapital8 Corp. entered into an agreement for a proposed two-step business combination under which GigCapital8 and Quantisimo Corp. would become wholly owned subsidiaries of newly formed Quantisimo Holdings Corp. (PubCo). GigCapital8 would merge first, followed by Quantisimo; completion of the first merger is a condition to the second. Quantisimo’s shareholders would receive 66,610,000 PubCo shares in aggregate, plus additional PubCo ordinary shares based on their cash contribution at $10.00 per share.
The agreement requires at least $15,000,000 in available cash at closing, combining contributions from GigCapital8 and Quantisimo’s shareholders. GigCapital8’s contribution includes trust cash remaining after redemptions and expenses, plus PIPE or other financing actually received. PubCo Class F shares held by WISeQey, SEALSQ and the Sponsor would collectively carry 49.999999% of PubCo’s total voting power.
Completion is expected in the first quarter of 2027, subject to shareholder and regulatory approvals, an effective Form F-4 registration statement, Nasdaq listing approval, the cash conditions and other closing requirements. The agreement permits termination if closing has not occurred by March 31, 2027, subject to its terms.
GigCapital8 Corp. agreed to a two-step business combination with Quantisimo Corp. under which both would become wholly owned subsidiaries of newly formed Quantisimo Holdings Corp. (PubCo). Quantisimo’s shareholders would receive 66,610,000 PubCo Shares as merger consideration. Separately, PubCo would issue additional ordinary shares to the Company Shareholders in proportion to their cash contributions, calculated at $10.00 per share.
Closing is conditional on required shareholder approvals and other conditions, including at least $15,000,000 in available cash at PubCo. Class F shares held by WISeQey, SEALSQ and GigAcquisitions8 Corp., the Sponsor, would carry 49.999999% of PubCo’s total voting power; each PubCo Ordinary Share carries one vote.
The agreement also provides for six-month transfer restrictions on specified PubCo shares, subject to customary exceptions and earlier-release conditions. Completion is expected in the first quarter of 2027; either Quantisimo or GigCapital8 may terminate if Closing has not occurred by March 31, 2027, unless the party seeking termination is in material breach.
GigCapital8 Corp. agreed to a proposed two-step business combination with Quantisimo Corp. under which newly formed Quantisimo Holdings Corp. (PubCo) would become the public holding company, with GigCapital8 and Quantisimo surviving as wholly owned subsidiaries. Quantisimo’s shareholders would receive 66,610,000 PubCo shares in aggregate, plus additional PubCo ordinary shares tied to their cash contribution at $10.00 per share.
Closing is subject to shareholder approvals and other conditions, including at least $15,000,000 of available cash and $5,000,001 of net tangible assets. Available cash would include remaining trust funds after redemptions and expenses and a Company Shareholder contribution; PIPE proceeds count only if actually received, and no PIPE subscription agreements had been entered into. PubCo Class F shares held by WISeQey, SealSQ and the Sponsor would carry 49.999999% of total voting power. The seven-member board would have four Quantisimo designees and three GigCapital8 designees. Either GigCapital8 or Quantisimo may terminate if closing has not occurred by March 31, 2027, unless the terminating party is in material breach.
GigCapital8 Corp. (GIW) agreed to combine with Quantisimo through two sequential mergers under newly formed Quantisimo Holdings Corp. (“PubCo”), planned as the public parent. If completed, Quantisimo shareholders would receive 66,610,000 PubCo shares, plus ordinary shares based on their cash contribution at $10.00 per share. GigCapital8 units separate into one Class A share and one right; five rights convert into one PubCo share.
The agreement sets a $15,000,000 minimum cash condition at closing, with GigCapital8 trust cash after redemptions and expenses, financing actually received, and a contribution from the Company Shareholders as sources. Closing also requires shareholder and regulatory approvals and at least $5,000,001 in PubCo net tangible assets after redemptions and any PIPE investment.
PubCo Class F shares held by WISeQey, SealSQ and the Sponsor will collectively carry 49.999999% of total voting power; the planned board has seven members, four designated by Quantisimo and three by GigCapital8. Either side may terminate if closing has not occurred by March 31, 2027, unless the party seeking termination is in material breach.
GigCapital8 Corp. (GIW) entered into an Agreement and Plan of Merger for a proposed business combination with Quantisimo Holdings Corp. (PubCo), Quantisimo Corp., WISeQey Corp. and SealSQ Corp., together with PubCo’s two wholly owned merger subsidiaries. GigAcquisitions8 Corp., GigCapital8’s sponsor, formed PubCo. The parties issued a joint press release on October 9, 2026.
Completion is subject to conditions that include approval by GigCapital8 shareholders, satisfaction of a minimum cash condition and SealSQ’s cash contribution. The agreement’s stated outside date is March 31, 2027. GigCapital8 and PubCo intend to file a Form F-4 registration statement containing a proxy statement and prospectus for the shareholder vote.
GigCapital8 Corp. (GIW) entered a definitive merger agreement for a proposed business combination with Quantisimo Corp. Under the agreement, GigCapital8 and Quantisimo would become wholly owned subsidiaries of a new British Virgin Islands holding company, Quantisimo Holding Corp. Before closing, WISeQey Corp. and SEALSQ Corp. are expected to contribute interests in Miraex SA, SEALCOIN AG, WeCan Group SA and WISeSat.Space to Quantisimo.
At closing, WISeQey and SEALSQ are expected to receive an aggregate of 66,610,000 PubCo shares, implying an approximately $666.1 million pro forma equity value for Quantisimo at $10.00 per share. The transaction requires available cash of at least $15 million, comprising GigCapital8 trust cash after redemptions and any PIPE investment, together with a SEALSQ cash contribution; SEALSQ would receive additional PubCo ordinary shares at $10.00 per share for that contribution.
Completion is expected in the first quarter of 2027, subject to customary conditions including GigCapital8 shareholder approval, effectiveness of the registration statement and PubCo listing approval on Nasdaq. PubCo ordinary shares are expected to list on the Nasdaq Capital Market as QSMO, and PubCo Class F shares would carry 49.999999% of its total voting power in aggregate.
GigCapital8 Corp., a Cayman Islands SPAC, reported net income of $1,991,819 for the quarter and $3,935,587 for the six months ended June 30, 2026, driven almost entirely by $2,280,999 and $4,535,568 of interest and dividend income on the $259,803,251 held in its Trust Account.
The company has not begun operating activities beyond pursuing a business combination and incurred general and administrative expenses of $289,391 for the quarter and $600,489 year‑to‑date. Cash outside the Trust Account was $716,054, with working capital of $733,303. Management states these limited funds, lack of revenue and dependence on completing a transaction raise substantial doubt about its ability to continue as a going concern, absent a successful deal.
The SPAC completed its IPO in October 2025, issuing 25,300,000 Class A ordinary shares subject to possible redemption at $10.26 per share as of June 30, 2026, and must complete a qualifying business combination by October 7, 2027. It has signed a non‑binding Letter of Intent with Quantisimo Corp. for a potential combination based on a contemplated $575 million pre‑money enterprise value and plans to build a larger quantum‑technology platform, but there is no assurance a definitive agreement or closing will occur.
GigCapital8 Corp. entered a non-binding Letter of Intent with Quantisimo Corp., a special purpose vehicle formed by WISeKey and SEALSQ, to pursue a business combination that would result in a publicly listed Surviving Company. The Letter of Intent values Quantisimo at a pre-money enterprise value of approximately $575 million and anticipates existing Quantisimo equityholders owning a majority of the combined company. The transaction remains subject to due diligence, definitive documentation, shareholder and regulatory approvals, exchange listing clearance, and financing; no definitive agreement has been signed.
GigCapital8 Corp. reported that it has entered into a non‑binding letter of intent with Quantisimo Corp., a special purpose quantum technology vehicle created by WISeKey and SEALSQ, for a potential business combination.
The contemplated deal would combine GigCapital8 and Quantisimo into a single public company, with Quantisimo’s existing equityholders expected to own a majority of the combined entity. The Letter of Intent references a pre‑money enterprise value for Quantisimo of approximately $575 million, and the parties describe a long‑term goal of building a Trusted Quantum Pure‑Play platform through additional acquisitions.
The companies currently expect, if definitive agreements are signed, that the transaction could close in the first quarter of 2027. Completion remains subject to due diligence, negotiation and execution of definitive documentation, stock exchange and regulatory reviews, shareholder approvals, financing arrangements, and other customary conditions, and there is no assurance the transaction will be completed.
GigCapital8 Corp ownership disclosure: Westchester Capital Management, LLC and Westchester Capital Partners, LLC filed a joint Schedule 13G reporting beneficial ownership of Class A ordinary shares. Westchester Capital Management beneficially owns 1,318,232 shares (5.14%) and Westchester Capital Partners beneficially owns 11,768 shares (0.05%). The filing states 25,657,625 shares outstanding as of March 30, 2026 as reported in the issuer's Form 10-K. The filing lists sole and shared voting and dispositive powers attributable to each reporting person and is signed by the Chief Compliance Officer.