Quantisimo Holding Corp. signed a definitive business combination agreement with GigCapital8 Corp. (NASDAQ:GIW) to pursue a Nasdaq listing.

WISeQey Corp.(NASDAQ:WQEY) and its subsidiary SEALSQ Corp. (NASDAQ:LAES) established Quantisimo Corp. as a quantum technology platform spanning cybersecurity, networking, computing and secure infrastructure.

WISeQey, formerly traded as WISeKey International under the WKEY ticker, began trading as WQEY on Oct. 5 after redomiciling from Switzerland to the British Virgin Islands.

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Deal Values Quantisimo at $666.1 Million

Under the deal, WISeQey and SEALSQ will receive an aggregate 66.61 million shares of newly formed Quantisimo, implying a pro forma equity value of about $666.1 million at $10 per share.

WISeQey and SEALSQ expect to retain a majority of the public company’s outstanding ordinary shares after closing.

The transaction requires at least $15 million in available cash, funded through GigCapital8’s trust account and any PIPE financing, plus a matching cash contribution from SEALSQ.

Any PIPE investment is expected to be priced at no less than $10 per share. WISeQey, SEALSQ and GigCapital8’s sponsor agreed to six-month lock-ups.

Nasdaq Listing Targeted For 2027

The parties expect to close the business combination in the first quarter of 2027, subject to shareholder approval and other customary conditions.

Quantisimo Holding Corp. is expected to list on the Nasdaq Capital Market under the ticker “QSMO”.

Before closing, WISeQey and SEALSQ plan to contribute interests in Miraex SA, SEALCOIN AG, WeCan Group SA and WISeSat.Space Holdings Corp. (NASDAQ:SAIQ) to Quantisimo.

“Root To Qubit” Strategy

Quantisimo aims to build a “Root to Qubit” platform spanning post-quantum security, digital identity, quantum networking, sensing, computing and secure terrestrial and space infrastructure.

“Today marks a defining milestone in our ambition to build Quantisimo as a pure-play sovereign quantum vertical platform, from ‘Root to Qubit,’” said Carlos Moreira, CEO of WISeQey, SEALSQ and WISeSat.Space.

LAES, WQEY Price Actions: SEALSQ shares were down 3.52% to $2.17 and WISeQey shares were up 0.28% at $9.80 at publication on Friday, according to Benzinga Pro data.

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