Monitor the progress of the Quantisimo Business Combination, particularly the shareholder vote of GigCapital8 and the SEC review of the Form F-4 registration statement. The closing of this transaction will fundamentally restructure the ownership and capital structure of the reporting persons and their stake in WISeSat.
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Executive Summary
This Schedule 13D/A amendment discloses that WISeQey Corp., SEALSQ Corp., and Carlos Moreira have entered into a new business combination agreement (the 'Quantisimo BCA') with GigCapital8 Corp. (a SPAC) and Quantisimo Holdings Corp. Under this agreement, WISeQey and SEALSQ will contribute their interests in several entities, including 14,908,086 shares of WISeSat, to Quantisimo Corp. in exchange for 66,610,000 shares of the new public company (PubCo). The filing updates the prior 13D, which disclosed an 88.5% beneficial ownership stake in WISeSat, and signals a restructuring of the reporting persons' holdings into a new SPAC merger vehicle, with the WISeSat stake being contributed as part of a larger transaction. The filing is neutral as it is a procedural update to a control-related disclosure, not an activist campaign.
Key Financial Metrics
Key Facts
- WISeQey and SEALSQ entered into a new Agreement and Plan of Merger (Quantisimo BCA) with GigCapital8 Corp. and Quantisimo Holdings Corp., dated October 8, 2026.
- Under the Quantisimo BCA, WISeQey and SEALSQ will contribute their interests in Miraex SA, SEALCOIN AG, WeCan Group SA, and 14,908,086 shares of WISeSat to Quantisimo Corp.
- At closing, WISeQey and SEALSQ will receive an aggregate of 66,610,000 PubCo shares (PubCo) shares, consisting of ordinary shares and Class F shares.
- The transaction is expected to close in Q1 2027, subject to conditions including GigCapital8 shareholder approval, SEC effectiveness of a Form F-4, and Nasdaq listing approval.
- The filing amends the prior Schedule 13D which reported aggregate beneficial ownership of 26,405,355 WISeSat ordinary shares (88.5% on a fully diluted basis) by the reporting persons.
Financial Impact
The filing discloses a new business combination agreement but does not provide standalone financial data for WISeSat. The prior 13D reported 88.5% beneficial ownership of WISeSat. The new deal involves a contribution of 14,908,086 WISeSat shares and receipt of 66,610,000 PubCo shares.
Risk Factors
- The Quantisimo Business Combination is subject to customary closing conditions, including GigCapital8 shareholder approval and SEC effectiveness, and may not close on the anticipated timeline or at all.
- The transaction involves a complex multi-step merger and contribution structure, creating execution risk.
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001213900-26-109357 |
| Document: ea030848901ex-5.htm | 0001213900-26-109357 |
| Document: ea030848901ex-6.htm | 0001213900-26-109357 |
| Document: 0001213900-26-109357-index-headers.html | 0001213900-26-109357 |
| Document: 0001213900-26-109357-index.html | 0001213900-26-109357 |
| Document: 0001213900-26-109357.txt | 0001213900-26-109357 |
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Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 6-K | $6.25 | awaiting T+5 | — | $6.87 (+9.92%) |
Oct 26, 2026 today | Press Release | $5.94 | awaiting T+5 | — | $6.87 (+15.63%) |
Oct 14, 2026 11d ago | SC 13D/A | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 13, 2026 12d ago | 3 | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 13, 2026 12d ago | 3 | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 13, 2026 12d ago | 3 | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 13, 2026 12d ago | 3 | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 13, 2026 12d ago | 3 | $3.88 $5.56 | ▲ +43.30% | ▲ +42.85% | $6.87 (+77.06%) |
Oct 8, 2026 17d ago | SC 13D | $4.68 $3.16 | ▼ −32.48% | ▼ −30.51% | $6.87 (+46.79%) |
Oct 7, 2026 18d ago | 20-F | $5.51 $3.21 | ▲ +41.74% | ▲ +41.47% | $6.87 (−24.68%) |
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