GigCapital8 to merge with Quantisimo; PubCo to list on Nasdaq with 66.6M shares to target holders

GigCapital8 Corp.

Two-step merger: SPAC Merger Sub merges into GigCapital8, then Target Merger Sub merges into Quantisimo; PubCo becomes listed parent of both (GigCapital8 trades as GIW).
Company shareholders WISeQey and SealSQ receive 66,610,000 PubCo shares; Sponsor gets 3,035,083 ordinary shares plus 3,035,084 Class F shares carrying 49.999999% of total votes.
WISeQey and SealSQ will contribute stakes in Miraex SA, SEALCOIN AG, WeCan Group SA (Switzerland) and WISeSat.Space Holdings Corp (BVI) into Quantisimo pre-close.
Minimum cash at closing of $15,000,000; PIPE priced at no less than $10.00/share; SPAC expense cap $5M (up to $7.5M); HSR filing due within 10 business days.
Outside date March 31, 2027 with no termination fee; 6-month lock-ups for >1% holders, Sponsor and D&O; PubCo board of 7 (4 Quantisimo, 3 GigCapital8).

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