GigCapital7 Corp SEC Filings

Hadron Energy and GigCapital7 (Nasdaq: GIG) filed a joint Form S-4 with the SEC for their proposed $1.2 billion business combination, targeting a close in the first half of Q1 2026.

The submission outlines the transaction terms, governance, financial statements, and Hadron’s Halo MMR—a 10 MWe light-water micro‑modular reactor designed for transportability and long-duration operation. Shareholder materials, including a proxy statement/prospectus, will be mailed after the registration statement is declared effective. The step positions Hadron on a path to become a publicly traded light‑water MMR company, pending approvals and customary closing conditions.

GigCapital7 (GIG) filed a Rule 425 communication highlighting that its merger partner, Hadron Energy, appointed Olivia Hand as Head of Reactor Design and Tim Bussey as Vice President of Business Development. Hand brings 18 years in nuclear system design across TerraPower, NuScale and Naval Reactors, and will lead systems and safety design for Hadron’s flagship Hadron Halo Micro‑Modular Reactor.

The Halo MMR is described as a 10 MWe light‑water reactor designed for factory fabrication, transportability, and a ten‑year core, with development progressing toward an NRC manufacturing license submission. Bussey, with experience at Meta data centers and in commercial nuclear operations, will drive partnerships and market expansion targeting data centers, defense sites and industrial users. The update references Hadron’s previously announced $1.2 billion definitive business combination agreement with GigCapital7, with shareholder materials to be filed for approval.

GigCapital7 Corp. (GIG) filed a Rule 425 communication highlighting Hadron Energy’s regulatory progress as it approaches a $1.2Bn SPAC merger with GIG. Hadron emphasizes its light‑water design, a technology the NRC has decades of licensing experience with, currently overseeing 94 operating light‑water reactors in the U.S.

Hadron initiated early engagement with the NRC, attending an Advanced Reactor Stakeholder Meeting in December 2024 and regularly participating in public meetings to shape its regulatory strategy for the Halo MMR. On July 17–18, 2025, it publicly supported a more restrictive safety framework for microreactors. In April 2025, Hadron submitted a Letter of Intent and Regulatory Engagement Plan (REP), later aligning its updated REP with the NRC’s latest guidance. The company has filed its Quality Assurance Program Description and stated it will soon file its Topical Report on Principal Design Criteria. Hadron also engages with the DOE, including the Janus Project initiative for MMR deployment on U.S. military bases.

GigCapital7 (GIG) filed a Form 425 communication highlighting Hadron Energy’s ‘Hadron Halo’ microreactor and the parties’ proposed business combination. Hadron detailed a 10 megawatt-electric Micro‑Modular Reactor using pressurized-water reactor technology, designed for continuous, carbon‑free power for up to 10 years without refueling with a 50‑year useful life. The design places the core, pumps, and steam generator inside a single pressure vessel to minimize external piping.

Each unit targets a footprint of less than one acre and factory assembly and testing in under a year, then shipment by truck or rail for installation. The reactor is planned to use LEU+ fuel to support a 10‑year fuel cycle within established fuel supply chains. The communication references a recently announced $1.2Bn definitive business combination agreement between Hadron and GigCapital7, which, if completed, would make Hadron a publicly traded light‑water microreactor company, subject to regulatory and shareholder approvals.

GigCapital7 Corp. (GIG) furnished an updated investor presentation and outlined planned investor meetings as it advances a proposed business combination with Hadron Energy, Inc. The companies are contemplating a private capital raise via SAFEs in one or more exempt private placements, and may hold non‑deal roadshows and discuss a potential PIPE financing for the post‑closing company, subject to market conditions and other factors. The presentation was furnished as Exhibit 99.1.

GigCapital7 and Hadron intend to file a Form S‑4 that will include a proxy statement/prospectus for GigCapital7 shareholders. After effectiveness, GigCapital7 expects to mail definitive materials to shareholders for voting on the Business Combination.

The investor deck describes Hadron’s micro‑modular reactor platform targeting 10 MW electrical and 35 MW thermal output and includes an illustrative transaction overview with an implied $1.0B pre‑money equity value and pro‑forma enterprise value of about $1.212B, assuming approximately $211.8M from trust/PIPE at $10.59 per share and noted assumptions. All statements are subject to risks and forward‑looking considerations.

GigCapital7 Corp. furnished an updated Q4 2025 investor presentation as Exhibit 99.1 and described outreach to investors alongside Hadron Energy, Inc. in support of their previously announced business combination.

The Company is contemplating private financing through simple agreements for future equity (SAFEs) and may also hold non-deal roadshows and discuss a potential PIPE for the post-closing company, subject to market conditions and other factors. GigCapital7 and Hadron Energy intend to file a Form S-4 for the transaction; after the registration statement is declared effective, a definitive proxy/prospectus will be mailed to shareholders.

The materials under Item 8.01 are being furnished, not filed, and this communication does not constitute an offer to sell or solicit an offer to buy securities.

GigCapital7 (GIG) filed a communication under Rule 425 highlighting that Hadron Energy received an official White House letter recognizing its role in U.S. energy resilience and national defense. The note identified Hadron’s 10MW light-water micro modular reactor program as aligned with Administration energy and security goals and referenced federal efforts to streamline nuclear regulatory pathways for mission‑critical facilities, including DoD installations and large AI data centers.

Hadron describes its factory-built, transportable reactors as designed for rapid deployment with a ten-year fueling cycle, aiming to deliver carbon‑free, always‑on power. This update follows Hadron’s $1.2Bn definitive business combination agreement with GigCapital7, which would take Hadron public as a light‑water microreactor company, subject to customary approvals.

GigCapital7 Corp. (GIG) reported plans to meet investors as it advances its previously announced business combination with Hadron Energy, Inc. The company is contemplating a private capital raise through SAFEs in one or more private placements exempt from registration. An investor presentation (Exhibit 99.1) may be used in these meetings, in non-deal roadshows, and in discussions regarding a potential PIPE for the post-closing company, subject to market conditions and other factors.

GigCapital7 and Hadron intend to file a Form S-4 with proxy/prospectus materials for the shareholder vote and the offer of securities connected to the merger; definitive materials will be mailed after SEC effectiveness. The information is furnished, not filed, and does not constitute an offer to sell or a solicitation of an offer to buy securities.

Tenor Opportunity Master Fund, Ltd., managed by Tenor Capital Management Company, L.P., filed a Schedule 13G reporting beneficial ownership of 1,507,699 Class A ordinary shares of GigCapital7 Corp. The filing states this amount represents 7.5% of the 20,000,000 issued and outstanding Class A shares cited from the issuer's 10-Q as of June 30, 2025. Tenor Capital is identified as the investment manager to the Master Fund and Robin Shah is the managing member of Tenor Management GP, LLC; signatures show Robin Shah authorized the filing for all reporting persons. The filing also disclaims that the reporting persons are acquiring the shares to change or influence control of the issuer.