GigCapital7 Corp SEC Filings

GigCapital7 Corp. and Hadron Energy, Inc. provide an update on their proposed business combination and related financing plans. The companies plan to meet with investors and are contemplating a private capital raise using simple agreements for future equity (SAFEs) in one or more private placements exempt from registration. An updated investor presentation is furnished, which may also be used in non-deal roadshows and discussions about a potential PIPE financing for the post-closing company.

The presentation describes Hadron’s micro modular reactor (MMR), designed to deliver 10MW of electrical and 35MW of thermal power with a 10-year low-enriched uranium fueling cycle, targeting data centers, industrial users, remote communities, and defense applications. It highlights a light-water design intended to leverage existing U.S. Nuclear Regulatory Commission precedents and a roadmap from design verification to initial deliveries.

The materials outline an illustrative transaction in which Hadron’s rollover equity is valued at $1.0 billion, implying a pro forma enterprise value of about $1.212 billion, assuming roughly $211.8 million from a combination of PIPE proceeds and GigCapital7’s cash in trust. On this basis, Hadron shareholders would own 75% of the combined company, with 10% for the SPAC sponsor and 15% for PIPE investors, subject to shareholder approvals, regulatory effectiveness, financing, and other closing conditions.

GigCapital7 Corp. (GIG), a Cayman Islands-based SPAC, reports that it and Hadron Energy, Inc. will meet with investors to discuss financing tied to their previously announced business combination. Hadron Energy is contemplating a private capital raise through simple agreements for future equity (SAFEs) in one or more private placements exempt from registration under the Securities Act.

An updated investor presentation for these meetings is furnished as Exhibit 99.1 to this Form 8-K, and may also be used in non-deal roadshows and in discussions about a potential PIPE financing for the post-closing company, subject to market conditions and other factors. The companies have filed a registration statement on Form S-4 that will include proxy and prospectus materials for GigCapital7 shareholders to vote on the business combination, and investors are urged to review those documents when available. The report also includes detailed forward-looking statement and risk disclosures and clarifies that it does not constitute an offer or solicitation to buy or sell securities.

GigCapital7 Corp. filed its quarterly report and disclosed it entered a Business Combination Agreement with Hadron Energy, Inc. on September 27, 2025, including a planned domestication to Delaware and a merger after which the combined company will be named “Hadron Energy, Inc.”

As of September 30, 2025, cash and marketable securities in the Trust Account were $209,596,708. For the nine months ended September 30, 2025, net income was $2,950,220, driven by $6,408,004 of interest on Trust investments, partially offset by $2,026,618 in general and administrative expenses and a $1,431,815 non-cash loss from warrant revaluation.

The company has 21 months from the August 30, 2024 IPO to complete a deal and reports substantial doubt about its ability to continue as a going concern absent a business combination. As of November 14, 2025, there were 20,000,000 Class A and 13,333,333 Class B ordinary shares outstanding.

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.