GigCapital8 Corp-A美股招股说明书(2025-10-06版)

GigCapital8 Corp. 22,000,000 Units GigCapital8 Corp., a Cayman Islands exempted company (the “company”), is a newly organizedPrivate-to-PublicEquity (PPE) company, alsoknown as a blank check company or special purpose acquisition company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global,for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination.” We have not selected anyspecific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Ourefforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus oncompanies in the aerospace and defense services, cybersecurity and secured communications and quantum-based command and control systems, andartificial intelligence and machine-learning industries. This is an initial public offering of our securities. We are offering 22,000,000 units at an offering price of $10.00each. Each unit consists of oneClassA ordinary share and one right to receiveone-fifthofone ClassA ordinary share upon the consummation of an initial business combination. Eachfive rights entitle the holder thereof to receive one ClassA ordinary share upon the consummation of our business combination. We will not issuefractional shares upon the conversion of the rights. As a result, you must hold rights in multiples of five in order to receive shares for all of your rightsupon the consummation of a business combination. We refer herein to the units sold in this offering as our “public units,” and the components thereof asour “public shares” and “public rights,” respectively. We have granted D. Boral Capital LLC, the representative of the underwriters of this offering,a45-dayoption to purchase up to an additional 3,300,000 units solely to cover over-allotments, if any. We will provide the purchasers of our public units, or our “public shareholders,” with the opportunity to redeem all or a portion of their publicshares upon the completion of our initial business combination at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in thetrust account described below as of two business days prior to consummation of the initial business combination, including interest earned on the fundsheld in the trust account (net of amounts withdrawn to pay our taxes, if any (“permitted withdrawals”)), divided by the number of then issued andoutstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account will initially be $10.00 perpublic share. We will have 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, toconsummate an initial business combination, which we refer to herein as the completion window. If we anticipate that we may be unable to consummateour initial business combination within such24-monthperiod, we may seek shareholder approval to amend our amended and restated memorandum andarticles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for anextension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest earned thereon (less permitted withdrawals), divided by the number of then issued andoutstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within the completion window (orsuch later date as approved by our shareholders), or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of thepublic shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon(less permitted withdrawals and up to $100,000 of interest income to pay Table of Contents dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as furtherdescribed herein.See“Summary — The Offering — Redemption rights for public shareholders upon completion of our initial businesscombination” on page 43 and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial businesscombination” on page48 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended an