Quantisimo to Merge with GigCapital8 to List on Nasdaq

Geneva, Switzerland and Palo Alto, California - Quantisimo Corp., a sovereign quantum vertical platform established by WISeQey (Nasdaq/SIX: WQEY) and SEALSQ (Nasdaq: LAES), has signed a definitive business combination agreement with GigCapital8 Corp. (NASDAQ: GIW). The transaction will result in Quantisimo and GigCapital8 becoming wholly owned subsidiaries of a newly formed holding company, Quantisimo Holding Corp. (PubCo), which is expected to list on the Nasdaq Capital Market under the ticker symbol QSMO.

The business combination implies a pro forma equity value for Quantisimo of approximately $666.1 million at $10.00 per share, with WISeQey and SEALSQ receiving an aggregate of 66,610,000 shares and retaining a majority of PubCo's outstanding ordinary shares. The transaction is supported by a minimum cash condition of $15 million and is expected to close in the first quarter of 2027.

Transaction Details

• Combined Valuation: Pro forma equity value of approximately $666.1 million at $10.00 per share.

• Consideration: WISeQey and SEALSQ will receive 66,610,000 shares in the new publicly listed holding company.

• Minimum Cash Condition: $15 million to be funded through GigCapital8 trust account cash, PIPE investments, and a matching cash contribution from SEALSQ.

• Expected Closing: First quarter of 2027, subject to shareholder approval and customary closing conditions.

• Ticker Symbol: QSMO on the Nasdaq Capital Market.