UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On January 30, 2026, GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), issued an unsecured convertible promissory note (the “Working Capital Note”) in the principal amount of $148,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”). The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The Working Capital Note bears no interest and is repayable in full upon the consummation of a business combination by the Company, except that the Working Capital Note may be converted, at the sole election of our Sponsor, into units of the Company at the consummation of the Company’s initial business combination.
A copy of the Working Capital Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to such Note.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 14,800 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. Each private placement unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. The warrants constituting a part of the private placement units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution and was not issued through any general solicitation or advertisement.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
||
| 10.1 | Promissory Note for Working Capital dated January 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIGCAPITAL7 CORP. | ||
| By: | /s/ Dr. Avi Katz | |
| Name: | Dr. Avi Katz | |
| Title: | Chief Executive Officer of GigCapital7 Corp. (Principal Executive Officer) | |
Date: February 4, 2026