Quantisimo to Go Public via SPAC Merger in a Deal Valuing the Firm at $666.1 Million

Quantisimo Corp. and GigCapital8 Corp. have entered into a definitive business combination agreement that will take the quantum technology firm public.¹ The transaction implies a pro forma equity value for the combined company of approximately $666.1 million.¹ This valuation is based on an assumed price of $10.00 per share for the new entity.¹ Upon the deal's completion, Quantisimo's parent companies, WISeQey and SEALSQ, will be issued 66,610,000 shares in the new holding corporation.¹ The ordinary shares of the resulting public company are expected to be listed on the Nasdaq Capital Market using the symbol “QSMO.”¹

The formal agreement was made public on October 9, 2026, through an ad hoc announcement originating from Geneva and Palo Alto.¹ This step finalizes a previously declared letter of intent, which was first announced on June 24, 2026.¹ The parties involved anticipate that the business combination will be fully completed during the first quarter of 2027.¹ Finalizing the transaction remains dependent on meeting customary closing conditions, which include securing the approval of GigCapital8’s shareholders.¹

The merger will be executed through a complex, multi-step process involving a newly created public company, referred to as PubCo.¹ Initially, a subsidiary of this new PubCo will merge into GigCapital8, which will make GigCapital8 a wholly owned subsidiary of the public holding company.¹ Subsequently, a second subsidiary of PubCo will merge into Quantisimo.¹ This second merger will result in Quantisimo also becoming a wholly owned subsidiary of the same public holding company.¹

For investors in GigCapital8, the agreement specifies a clear exchange mechanism for their holdings.¹ Each Class A ordinary share of GigCapital8 will be converted into one ordinary share of the new public entity.¹ Additionally, every five GigCapital8 rights will be exchanged for one ordinary share in the post-merger company.¹ The sponsor of GigCapital8 has formally agreed to vote its shares in support of the transaction.¹ This sponsor has also committed not to redeem its shares, ensuring its capital remains invested in the new venture.¹

A significant financial requirement of the deal is a minimum cash condition set at $15 million.¹ This amount must be available at the closing of the transaction and will be sourced from several channels.¹ Funds held in GigCapital8’s trust account will contribute to this total, as will any capital raised through a potential private investment in public equity (PIPE).¹ To help ensure the condition is met, Quantisimo's parent company SEALSQ has also agreed to provide a matching cash contribution.¹

Following the merger's completion, key insiders will be subject to restrictions on selling their newly acquired shares.¹ Both WISeQey and SEALSQ, the founding entities of Quantisimo, have consented to customary lock-up periods lasting for six months.¹ The sponsor of the GigCapital8 special purpose acquisition company is also bound by an identical six-month lock-up agreement.¹ These arrangements are a standard feature in such transactions, intended to promote market stability for the new stock immediately following its debut.¹

Quantisimo was originally established by WISeQey Corp. along with its subsidiary, SEALSQ Corp.¹ The company is being developed with a specific focus as a sovereign quantum vertical platform.¹ This strategy is guided by a vision the company describes as “Root to Qubit.”¹ The business model is designed as a "pure-play" venture, indicating a concentrated effort on this single technological domain.¹

As part of the business combination, Quantisimo will consolidate its interests in several other technology firms into the new public platform.¹ The contributed assets include the company's stakes in Miraex SA and SEALCOIN AG.¹ Holdings in WeCan Group SA will also be folded into the new entity.¹ Furthermore, Quantisimo will contribute its ownership interest in WISeSat.Space Holdings Corp. to the platform.¹

The transaction brings together a network of related companies, some of which already have a public market presence.¹ For instance, WISeSat.Space, one of the entities being contributed to the new platform, is already a publicly traded company.¹ Its shares are listed on the Nasdaq exchange under the ticker symbol SAIQ.¹ This existing listing demonstrates a pattern of spinning out specialized technology ventures from the parent WISeQey group.¹ The international scope of the entities is reflected in the joint announcement from Geneva and Palo Alto.¹

Carlos Moreira, a central figure in the transaction, commented on the agreement's importance.¹ Moreira serves as the Chief Executive Officer for WISeQey, SEALSQ, and WISeSat.Space, connecting him to multiple facets of the deal.¹ He characterized the merger as a significant moment for the Quantisimo venture.¹ The official news was disseminated as an ad hoc announcement, in accordance with the requirements of Art. 53 LR.¹