Quantisimo Corp. has signed a definitive business combination agreement with GigCapital8 Corp. (NASDAQ: GIW) to list on the Nasdaq Capital Market under the symbol "QSMO." The transaction implies a pro forma equity value of approximately $666.1 million at $10.00 per share.

The deal involves the contribution of interests in Miraex SA, SEALCOIN AG, WeCan Group SA, and WISeSat.Space Holdings Corp. (NASDAQ: SAIQ). Quantisimo is established by WISeQey Corp. (Nasdaq/SIX: WQEY) and its subsidiary, SEALSQ Corp. (NASDAQ: LAES), aiming to create a pure-play sovereign quantum vertical platform under the "Root to Qubit" vision.

Transaction Structure and Valuation

Upon closing, WISeQey and SEALSQ will receive an aggregate of 66,610,000 shares of the new publicly listed holding company, Quantisimo Holding Corp. (PubCo). This allocation ensures that WISeQey and SEALSQ are expected to hold a majority of PubCo’s outstanding ordinary shares.

The transaction is supported by a minimum cash condition of $15 million. This amount will be funded through cash from GigCapital8’s trust account and any PIPE investment, together with a matching cash contribution from SEALSQ.

Timeline and Conditions

The business combination follows a letter of intent announced on June 24, 2026. The deal is expected to be completed in the first quarter of 2027, subject to customary closing conditions, including approval by GigCapital8’s shareholders.

Key governance terms include:

• Customary six-month lock-ups for WISeQey, SEALSQ, and GigCapital8’s sponsor.
• GigCapital8’s sponsor has agreed to vote in favor of the transaction and not redeem shares.

What the Numbers Show

The implied equity value of $666.1 million is derived strictly from the 66,610,000 shares allocated to WISeQey and SEALSQ at the fixed price of $10.00 per share. This valuation reflects the combined worth of the contributed assets from Miraex SA, SEALCOIN AG, WeCan Group SA, and WISeSat.Space Holdings Corp., rather than a standalone valuation of Quantisimo's current operational metrics, which are not disclosed in this announcement.

SEALSQ Corp. and its parent company WISeKey International Holding Ltd. have established Quantisimo Corp. as a special purpose vehicle to create a Nasdaq-listed quantum technology platform. Quantisimo has entered into a non-binding Letter of Intent with GigCapital8 Corp., a publicly traded special purpose acquisition company, to explore a business combination. The proposed transaction targets a pre-money enterprise value of approximately $575 million, with plans to increase this valuation to $2 billion through the acquisition of up to five additional quantum companies. The transaction is expected to close during the first quarter of 2027.

Quantisimo was created to provide investors with direct exposure to the emerging quantum economy. The platform will combine proprietary technologies, strategic investments, intellectual property, and selected assets from the SealQuantum.com portfolio of companies. SEALSQ is expected to contribute these assets, subject to the successful completion of the business combination and final board approvals. The strategy focuses on identifying, developing, and scaling technologies that benefit from the transition to the quantum era.

The Executive Order ‘Ushering in the Next Frontier of Quantum Innovation,’ signed on June 22, 2026, validates Quantisimo’s strategic vision. The U.S. commitment to accelerating quantum computing, sensing, and networking is expected to expand market opportunities and public-private partnerships. Quantisimo aims to leverage this momentum to meet growing demand for quantum-enabled applications and post-quantum security solutions.

Transaction Details

The proposed business combination between Quantisimo and GigCapital8 is subject to customary closing conditions, including regulatory and shareholder approvals. The parties intend to commence due diligence immediately and execute definitive agreements in the coming months. There can be no assurance that definitive agreements will be executed or that the transaction will be completed.

Strategic Rationale

Quantisimo is designed as a Trusted Quantum Pure-Play platform, offering investors concentrated exposure to the quantum economy. Unlike companies focused on a single aspect of quantum technology, Quantisimo integrates internally developed technologies, strategic investments, partnerships, and intellectual property. The platform will leverage WISeKey’s expertise in digital trust and cybersecurity, along with SEALSQ’s leadership in semiconductor technologies and quantum-resilient security solutions.

Carlos Creus Moreira, Founder and CEO of WISeKey and Chairman of SEALSQ, emphasized the transformative potential of quantum technologies. He stated that partnering with GigCapital Global would accelerate scale and enhance market access. Dr. Avi Katz, Founder, Executive Chairman, and CEO of GigCapital Global and GigCapital8, highlighted the opportunity to create a public company focused on the emerging quantum economy for military and commercial markets.