GigCapital8 Corp. Announces Merger with WISeQey and SealSQ to Form PubCo

GigCapital8 Corp. has entered into an Agreement and Plan of Merger dated October 8, 2026, to combine with Quantisimo Corp., WISeQey Corp., and SealSQ Corp. The transaction will result in the formation of a new publicly traded holding company, Quantisimo Holdings Corp., which will be listed on the Nasdaq Stock Market LLC under the ticker symbol "GIWWU".

The deal structure involves two primary mergers. First, GigCapital8 will merge with and into a newly formed subsidiary, with GigCapital8 surviving as a wholly owned subsidiary of the new entity. Second, a target subsidiary will merge with and into Quantisimo, with Quantisimo surviving. WISeQey and SealSQ collectively own 100% of Quantisimo and will contribute equity interests in Miraex SA, SEALCOIN AG, WeCan Group SA, and WISeSat.Space Holdings Corp. to Quantisimo prior to closing.

Upon the effective time of the SPAC merger, each outstanding unit of GigCapital8 will separate into one Class A ordinary share and one right. Existing Class A and Class B shares will be cancelled and exchanged for PubCo Ordinary Shares. The Sponsor is entitled to receive 3,035,083 PubCo Ordinary Shares and 3,035,084 Class F Ordinary Shares. Class F Shares, held by WISeQey, SealSQ, and the Sponsor, will aggregate 49.999999% of the total voting power of PubCo.

For the merger with Quantisimo, the aggregate consideration is 66,610,000 PubCo Shares. This consideration is allocated between PubCo Ordinary Shares and PubCo Class F Shares based on the ownership of the Company Shareholders. In addition to the shares, PubCo will issue "Company Cash Contribution Credit Shares" equal to the Company Cash Contribution divided by $10.00 per share.

The transaction requires a minimum cash amount of $15,000,000 available to PubCo at closing. This amount is funded by a cash contribution from GigCapital8 and a cash contribution from the Company Shareholders. The Merger Agreement stipulates that SPAC Transaction Expenses cannot exceed $5,000,000 without consent, while Company Advisors Expenses are capped at $5,000,000.

Post-closing, the board of directors of PubCo will consist of seven directors, with four designated by Quantisimo and three designated by GigCapital8.