Full Press Release Details
Index to Balance Sheet and Notes to Balance Sheet
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 207) | 2 | |||
| Balance Sheet | 3 | |||
| Notes to Balance Sheet | 4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Opinion on the Financial Statements
We have audited the accompanying balance sheet of GigCapital9 Corp. (a Cayman Islands exempted company) (the "Company") as of January 28,
2026, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of January 28, 2026, in
conformity with accounting principles generally accepted in the United States of America.
The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor
San Jose, California
| January 28, | ||||
| 2026 | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 2,265,679 | ||
| Prepaid expenses and other current assets | 166,119 | |||
| Total current assets | 2,431,798 | |||
| Cash held in trust account | 253,000,000 | |||
| Other assets | 63,972 | |||
| TOTAL ASSETS | $ | 255,495,770 | ||
| LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | $ | 3,631 | ||
| Accrued liabilities | 335,139 | |||
| Total liabilities | 338,770 | |||
| Commitments and contingencies (Note 4) | ||||
| Class A ordinary shares subject to possible redemption, par value of $0.0001 per share; 200,000,000 shares authorized; 25,300,000 shares issued and outstanding at a redemption value of $10.00 per share | 253,000,000 | |||
| Shareholders' equity: | ||||
| Preferred shares, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | - | |||
| Class A ordinary shares, par value of $0.0001 per share; 200,000,000 shares authorized; 388,954 issued and outstanding (excludes 25,300,000 shares subject to possible redemption) | 39 | |||
| Class B ordinary shares, par value of $0.0001 per share; 20,000,000 shares authorized; 10,857,857 shares issued and outstanding | 1,086 | |||
| Additional paid-in capital | 2,208,180 | |||
| Accumulated deficit | (52,305 | ) | ||
| Total shareholders' equity | 2,157,000 | |||
| TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY | $ | 255,495,770 |
The accompanying notes are an integral part of this balance sheet.
Notes to Balance Sheet
Note 1. Description of Organization and Business Combination
Organization and General
GigCapital9 Corp. (the "Company") was incorporated as a Cayman Islands exempted company on October 29, 2025. The Company was
formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The Company is an
"emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") upon
closing of the initial public offering. The Company's sponsor is GigAcquisitions9 Corp., a Cayman Island exempted company (the "Sponsor" and is sometimes referred to as the "Founder").
As of January 28, 2026, the Company had not commenced any operations. All activity for the period from October 29, 2025 (date of
inception) through January 28, 2026 relates to the Company's formation and the initial public offering (the "Offering"), described below. The Company will not generate any operating revenues until after completion of the
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has
selected December 31 as its fiscal year end.
On January 23, 2026, the Registration Statement on Form S-1 (File No. 333-291869), as amended (the "Registration Statement"), relating to the Offering of the Company was declared effective by the Securities and
Exchange Commission (the "SEC").
The Company entered into an underwriting agreement with D. Boral Capital LLC (the
"Underwriter") on January 26, 2026 to conduct the Offering of 22,000,000 units (the "Units") in the amount of $220.0 million in gross proceeds, with a 45-day option provided
to the Underwriter to purchase up to 3,300,000 additional Units solely to cover over-allotments, if any, in the amount of up to $33.0 million in additional gross proceeds. Each Unit consists of one share of the Company's Class A
ordinary shares, $0.0001 par value, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination.
On January 28, 2026, the Company consummated the Offering of 25,300,000 Units, including the issuance of 3,300,000 Units as a result of
the Underwriter's exercise in full of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.
Certain institutional accredited investors (none of which are affiliated with any member of management, the Sponsor or any other investor (the
"non-managing investors")) purchased an aggregate of (a) 3,178,430 Class B ordinary shares (the "Private Investor Shares") at a purchase price per Class B ordinary share of
$0.023254, and (b) an aggregate of 281,454 private placement units consisting of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon
consummation of the initial Business Combination at a price of $9.7374 per unit in a private placement that occurred simultaneously with the completion of the Offering (the "Private Placement Unit") for an aggregate purchase price of
$2,814,541. The Private Investor Shares along with the Founder Shares (as defined below-see Note 4) collectively represent 30% of the outstanding ordinary shares, excluding the private placement shares that are an underlying security to the
Private Placement Units. The private placement proceeds will be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administration expenses.
Following the closing of the Offering, proceeds in the amount of $253,000,000 from the sale of the Units in the Offering were placed in a
trust account (the "Trust Account") (discussed below).
Transaction costs amounted to $1,677,007, consisting of $1,025,000 of
underwriting fees and $652,007 of offering costs. The Company's remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes.
The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five
(185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain
in the Trust Account until the earlier of (i) the completion of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to
pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses.
The Company's memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, none of the
funds held in the Trust Account will be released until the earlier of: (1) the completion of an initial Business Combination; (2) the redemption of 100% of the outstanding public shares if the Company has not completed an initial Business
Combination within 24 months from the closing of the Offering or (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the memorandum and articles of association (A) to modify the
substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other
provision relating to the Company's pre-business combination activity and related shareholders' rights.
Business Combination
Company's management has broad discretion with respect to the specific application of the proceeds of the Offering, although substantially all of the proceeds of the Offering are intended to be generally applied toward consummating a Business
Combination with (or acquisition of) a Target Business. As used herein, "Target Business" must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less
withdrawals to pay taxes, if any, and such withdrawals can only be made from interest and not from the principal held in the Trust Account) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no
assurance that the Company will be able to successfully effect a Business Combination.
The Company, after signing a definitive agreement
for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or
against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less
taxes payable, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of
the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the
Business Combination or will allow shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of
the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Global Market tier of The Nasdaq Stock Market LLC ("Nasdaq"). If the Company seeks shareholder
approval, it will complete its Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with the Business Combination, a public
shareholder will have the right to redeem their shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business
Combination, including interest but less taxes payable. As a result, such ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Offering. The amount in the Trust Account of $253,000,000
represents 25,300,000 public shares at $10.00 per public share.
The Company has 24 months from the closing date of the Offering to complete its initial
Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than
ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less amounts withdrawn to pay taxes, if any (less up to $100,000 of such net interest to pay dissolution expenses)
and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company's net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The Sponsor and
those certain institutional investors participating in the private placement each entered into agreements with the Company, pursuant to which they agreed: (1) to waive their redemption rights with respect to their Founder Shares (as defined
below), Private Investor Shares (as defined below), private placement shares and any Class A ordinary shares issuable upon conversion thereof in connection with the consummation of the Company's initial Business Combination or a tender
offer conducted prior to a Business Combination or in connection with it; (2) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares, Private Investor Shares and private placement shares
if the Company fails to complete its initial Business Combination within 24 months from the closing of the Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if
the Company fails to complete its initial Business Combination within the prescribed time frame; and (3) to waive their redemption rights with respect to their Founder Shares, Private Investor Shares and private placement shares in connection
with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association that would modify the substance or timing of the Company's obligation to redeem 100% of the Company's
public shares if the Company does not timely complete its initial Business Combination or with respect to any other provision relating to shareholders' rights or pre-business (per above under Trust
Account) combination activity.
In the event of such distribution, it is possible that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Offering.
Prior to the completion
of the Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company completed its Offering and the
private placement at which time capital in excess of the funds deposited in the Trust Account and/or used to fund Offering expenses was released to the Company for general working capital purposes. Accordingly, management has re-evaluated the Company's liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and
therefore the substantial doubt has been alleviated.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting