GIX 10-K & 10-Q changes, risk factors and insider trading

The statements in this section describe the known material risks to our business and should be considered carefully. As of MarchJune 31,30, 2026, there have been no material changes in risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “may,” “might,” “plan,” “possible,” “potential,” “should,” “would” and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for our initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”).SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,252,174,$1,897,992, which consisted of interest and dividend income on cash and marketable securities held in the Trust Account and operating account of $1,531,176$2,254,503 and $368,$411, respectivelyrespectively, that were partially offset by operating expenses of $279,370.$356,922.

As of MarchJune 31,30, 2026, we held cash and marketable securities in the amount of $254,531,176$256,785,679 in the Trust Account. The marketable securities consisted of 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.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $448,018,$867,140, resulting from interest and dividends earned on marketable securities held in the Trust Account of $1,531,176,$3,785,679, plus an increaseincreases in prepaid expenses and other current assets of $227,737$173,585 and other assets of $52,450.$36,457, and a decrease in accounts payable and accrued liabilities of $53,237. These are partially offset by net income of $1,252,174$3,150,166 and an increase in liabilities of $111,171, due to increases in accounts payable, related party payable,payable andof accrued liabilities.$31,652.

As of MarchJune 31,30, 2026, we had cash of $1,863,122$1,444,000 held outside the Trust Account. If the proceeds not held in the Trust Account become insufficient to allow us to operate for at least the next 12 months, assuming that a businessBusiness combinationCombination is not consummated during that time, we intend to manage our cash flow through the timing and payment of expenses or, if necessary, raise additional funds from the Sponsor to ensure the proceeds not held in the Trust Account will be sufficient to allow us to operate for at least the next 12 months. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. Over this time period, we intend to use these funds primarily for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the businessBusiness combination.Combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial businessBusiness combinationCombination isare less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial businessBusiness combination.Combination. Moreover, we may need to obtain additional financing either to consummate our initial businessBusiness combinationCombination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial businessBusiness combination,Combination, in which case we may issue additional securities or incur debt in connection with such businessBusiness combination.Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial businessBusiness combination.Combination. Following our initial businessBusiness combination,Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of MarchJune 31,30, 2026, we have not entered into any off-balance sheet financing arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

As of MarchJune 31,30, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay GigManagement, LLC a monthly fee of $30,000 for office space, administrative services and secretarial support and an agreement with our Chief Financial Officer to pay a monthly fee of up to $20,000 for accounting services.

The Company complies with accounting and disclosure requirements of Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The weighted-average ordinary shares are reduced for the effect of the Class B ordinary shares that are subject to forfeiture. The Company’s condensed statementstatements of operations and comprehensive income include a presentation of net income per share subject to redemption in a manner similar to the two-class method of income (loss) per share. With respect to the accretion of the Class A ordinary shares subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income per ordinary share. As a result, diluted net income per share is the same as basic net income per share for the period presented.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of MarchJune 31,30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets. As of MarchJune 31,30, 2026, 25,300,000 Class A ordinary shares were issued and outstanding and subject to possible redemption.