GigCapital8 says merger deal calls for unregistered issuance of PubCo shares to Quantisimo holders
GIW•GigCapital8 disclosed plans for PubCo to issue 66,610,000 shares to Quantisimo shareholders at the merger closing. An additional issuance would cover a cash contribution at $10 per share, with the number of shares based on the final contribution amount.
1. Planned share issuance
PubCo plans to issue 66,610,000 ordinary and Class F shares to Quantisimo shareholders at closing, as part of a merger deal that would create Quantisimo Holdings as the listed parent. An additional issuance would cover a cash contribution at $10.00 per share, with the share count determined by the final contribution amount. The securities would be issued without registration under the Securities Act, relying on Section 4(a)(2) and Regulation D or Regulation S.
