Dinu Raluca 4
4 · GigCapital7 Corp. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
GigCapital7 (GIGGU) CEO Avi S. Katz Sells 175,000 Shares
What Happened
- Avi S. Katz, Chief Executive Officer and 10% owner of GigCapital7 Corp. (GIGGU), sold 175,000 Class B ordinary shares on Jan 21, 2026 for an aggregate $148,750 (≈ $0.85/share). The shares were held indirectly through GigAcquisitions7 Corp. (the Sponsor).
- On Jan 30, 2026, the Sponsor acquired a $148,000 convertible promissory note from the issuer that may be converted into 14,800 units (each unit = 1 Class A ordinary share + 1 warrant). The conversion would result in 14,800 Class A shares and warrants to purchase an additional 14,800 Class A shares upon consummation of the business combination. The note acquisition is reported as an award/acquisition (derivative) and is an exempt transaction under Rule 16b-3.
Key Details
- Transaction dates and amounts:
- 2026-01-21: Sale of 175,000 Class B shares for $148,750 total (~$0.85/share) (footnote F2).
- 2026-01-30: Acquisition of a $148,000 convertible promissory note convertible into 14,800 units (footnote F4).
- Shares owned after transaction: Not specified in the Form 4 filing.
- Ownership structure: Class B shares are held directly by GigAcquisitions7 Corp.; Dr. Katz and Dr. Raluca Dinu are sole members of the Sponsor and beneficial owners (footnote F3). Class B shares are convertible into Class A shares and have no expiration (footnote F1).
- Notable legal/tax notes: The note conversion terms and warrants follow the issuer’s S‑1 description; the note acquisition is described as exempt under Rule 16b-3 (footnote F4). No 10b5-1 plan, tax withholding, or gift reporting is noted in the filing.
- Timeliness: The Form 4 was filed Feb 17, 2026 for transactions on Jan 21 and Jan 30, 2026 — the filing appears to be later than the typical 2-business-day reporting window.
Context
- The sale was an indirect sale by the Sponsor (institutional/affiliate disposition), not necessarily a direct personal sale by Dr. Katz. The Jan 30 acquisition is a financing/convertible note that, if converted, yields Class A shares plus warrants — a derivative-style acquisition rather than a straightforward open‑market buy. Purchases or convertible financings can be more informative than routine sales, but this filing reflects both a disposition of Class B shares and an acquisition of convertible exposure to Class A shares/warrants.
Insider Transaction Report
Form 4
GigCapital7 Corp.GIGGU
Katz Avi S
DirectorCEO; Chairmain10% Owner
Transactions
- Sale
Class B ordinary shares
[F1][F2][F3]2026-01-21−175,000→ 9,932,246 total(indirect: GigAcquisitions7 Corp.)→ Class A ordinary shares (175,000 underlying) - Award
Convertible Promissory Note
[F4][F6][F5][F3]2026-01-30+14,800→ 14,800 total(indirect: GigAcquisitions7 Corp.)→ Class A ordinary shares (14,800 underlying) - Award
Convertible Promissory Note
[F4][F6][F5][F3]2026-01-30+14,800→ 14,800 total(indirect: GigAcquisitions7 Corp.)→ Warrants (14,800 underlying)
Footnotes (6)
- [F1]The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-280015) and have no expiration date.
- [F2]The reporting person sold 175,000 shares of Class B ordinary shares for an aggregate of $148,750, which the reporting person holds indirectly through GigAcquisitions7 Corp.
- [F3]The Class B ordinary shares are held directly by GigAcquisitions7 Corp. (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital7 Corp.'s Chief Executive Officer and Chairman of the Board of Directors, and Dr. Raluca Dinu, GigCapital7 Corp.'s Director. Dr. Katz and Dr. Dinu are the sole members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor.
- [F4]On January 30, 2026, the Issuer entered into a Convertible Promissory Note (the "Note") promising to pay Sponsor, $148,000.00. All amounts due under the Note may be converted into 14,800 units. Each unit consisting of one Class A ordinary share and one warrant to purchase one Class A ordinary share, resulting in the aggregate of 14,800 Class A ordinary shares and warrants to purchase an additional 14,800 Class A ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combination. The warrants shall have the same terms and conditions as warrants issued in the Issuer's initial public offering. The acquisition of the Note by the Sponsor, and through it, the beneficial acquisition of the Note by the Sponsor's sole members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
- [F5]The principal balance of the Note shall be payable by the Issuer on the earlier of: (i) the date on which Issuer consummates its initial business combination or (ii) the date that the winding up of the Issuer is effective. Payee may elect to convert the Note upon consummation of an initial business combination of the Issuer or at Payee's option at any time prior to the payment in full.
- [F6]The Issuer's Class A ordinary shares and warrants as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-280015).