GigCapital7 Corp SEC Filings

GigCapital7 Corp. entered into a Business Combination Agreement to merge its wholly owned subsidiary with Hadron Energy, Inc., resulting in Hadron surviving as the operating company under a domesticated GigCapital7 structure. The transaction converts existing GigCapital7 securities into shares, class B shares and warrants of the domesticated purchaser and cancels purchaser units in exchange for one share plus one warrant. Merger consideration per Company share is determined by an Exchange Ratio based on the Aggregate Merger Consideration and Company Fully Diluted Capital. The Aggregate Domesticated Purchaser Common Stock is calculated using $1,200,200,000 divided by a $10.59 per share price, and the Aggregate Merger Consideration is reduced by 13,333,333 shares and, if applicable, by a shares-equivalent for any Company indebtedness divided by $10.59. Closing conditions include at least $20,000,000 Available Closing SPAC Cash, governing document updates, board composition requirements and delivery of customary officer and secretary certificates. Post-Closing board will have seven directors with specified designees and an approximately 10% initial equity incentive reserve with a 5% annual evergreen provision. Certain sponsor shares will be voted in favor of the transaction and customary lock-up restrictions apply.