GigCapital8 Corp: enters merger agreement with Quantisimo

What happened

• GigCapital8 Corp. (SPAC) announced that it entered into an Agreement and Plan of Merger dated Oct 8, 2026 (the "Merger Agreement") with Quantisimo Holdings Corp. (PubCo), Quantisimo Corp. (the Company), WISeQey Corp., SealSQ Corp., and certain merger subsidiaries.
• On Oct 9, 2026, SPAC, the Company and the Company shareholders issued a joint press release announcing the execution of the Merger Agreement; the press release is attached to the filing as Exhibit 99.1.

Key details

• The parties named in the Merger Agreement include Quantisimo Holdings Corp. (formed by the Sponsor), Quantisimo Merger Sub Inc., GigCapital8 Merger Sub Inc., Quantisimo Corp., WISeQey Corp., and SealSQ Corp.
• SPAC and PubCo intend to file a Registration Statement on Form F-4 that will include a preliminary proxy statement of SPAC and a prospectus of PubCo (the "Proxy Statement/Prospectus"); definitive materials will be mailed after the Registration Statement is declared effective.
• The Merger Agreement includes an outside date of Mar 31, 2027, and closing conditions described in the filing include shareholder approval, satisfaction of a minimum cash condition and SealSQ’s cash contribution, among others.
• The filing notes forward-looking statements and a list of risks, and states that SPAC, PubCo, the Company and their directors and officers may be participants in the solicitation of proxies.

Why it may matter

• The filing is Item 8.01 (Other events) and reports execution of the Merger Agreement and the parties’ plan to file the F-4/Proxy Statement/Prospectus with the SEC in connection with the proposed transactions. This filing does not show why the insider traded or why the company acted.