[425] GigCapital7 Corp. Business Combination Communication
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.
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Insights
SPAC deal advances: Form S-4 filed for a
GigCapital7 and Hadron Energy filed a joint Form S-4 for their previously announced business combination, sized at
The filing signals procedural progress but does not finalize the deal. Completion still requires SEC review and effectiveness of the Registration Statement, GigCapital7 shareholder approval, and satisfaction of closing conditions. The forward‑looking section highlights risks including potential termination events, financing needs to complete the combination, regulatory approvals, listing standards, costs related to the deal, and execution risks tied to commercialization and scaling of Hadron’s technology.
Watch for the S-4 to be declared effective, mailing of the definitive proxy/prospectus, and the shareholder vote. The stated timeline is to close in the first half of
Filed by GigCapital7 Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 001-42262
Subject Company: GigCapital7 Corp.
Hadron Energy and GigCapital7 Announce Filing of Registration Statement on Form S-4 in Connection with Proposed Business Combination
New York, NY – November 13, 2025 — Hadron Energy, Inc. (“Hadron”), an innovative developer of factory-fabricated, light-water micro-modular reactors (“MMRs”), and GigCapital7 Corp. (Nasdaq: GIG), today announced the filing of their joint registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) in connection with their previously announced $1.2 billion business combination agreement on September 29, 2025, targeting to close the merger during the first half of Q1 2026.
The filing of the Form S-4 marks a major milestone in Hadron’s path toward becoming the world’s first publicly traded light-water MMR company. The submission includes comprehensive information about the proposed transaction, corporate governance, financial statements, and details of Hadron’s Halo™ MMR, a 10 MWe light-water reactor designed for transportability, manufacturability, and long-duration operation.
“Filing the Form S-4 represents a significant step forward in our journey to bring the Halo microreactor to market and to the public markets,” said Samuel Gibson, Founder and Chief Executive Officer of Hadron Energy. “This milestone reflects the tireless work of our team and partners as we move closer to commercial deployment and to building a company that can deliver secure, zero-carbon power where it is needed most.”
Dr. Avi Katz, Founder and Chairman of GigCapital is thrilled to reach this critical milestone. “The GigCapital Global franchise is humbled by the opportunity to partner with Hadron in taking the company public by combination with our seventh Private-to-Public Equity (PPE) entity, GigCapital7 Corp. (Nasdaq: GIG). It’s a unique privilege to work with Mr. Gibson, an industrial visionary and an upcoming recognized leader who assembled a world-class team to drive the first light-water MMR company to the public world in support of the U.S. administration’s national agenda. This is the foremost opportunity to bring value to Hadron as we deploy our Mentor Investor methodology to bolster the successful future and be part of Hadron in becoming a leader in the micro and small modular nuclear reactor industry in the years to come”, said Dr. Avi Katz.
The parties’ Form S-4 filing momentum follows its recently announced $1.2 billion definitive business combination agreement with GigCapital7 Corp. (Nasdaq: GIG), positioning Hadron to become the world’s first publicly traded light-water MMR company. Achieving this milestone reinforces Hadron’s positioning at the forefront of the U.S. nuclear industry.
About Hadron Energy, Inc.
Hadron is a pioneer in MMR technology. Designed to deliver 10 MW of power, Hadron’s MMR will be smaller, more cost-effective, and faster to deploy than other proposed MMR power solutions. The revolutionary design of Hadron’s MMR allows its reactor core and containment shell to be transportable in a shipping container, providing a versatile deployment model for end users. Whether powering an artificial intelligence data center, remote community, or an industrial hub, Hadron’s MMR is expected to provide a reliable, safe and scalable nuclear energy solution. For more information, please visit https://www.hadronenergy.com/.
About GigCapital7 Corp.
GigCapital7 Corp. is a Private-to-Public Equity (PPE)™ company, also known as a special purpose acquisition company (SPAC), with a Mentor-Investor™ methodology and a mission to partner with a high technology differentiating company to forge a successful path to the public markets through a business combination. GigCapital7 Corp. aims to partner with an innovative company with exceptional leaders in order to create an industry-leading partnership that will be successful for years to come.
Private-to-Public Equity (PPE)™ and “Mentor-Investor™ are trademarks of GigManagement, LLC, a member entity of GigCapital Global and affiliate of GigCapital7 Corp., used pursuant to agreement.
Forward-Looking Statements
This press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or Hadron’s or GigCapital7’s future financial or operating performance. For example, statements regarding the construction and performance of the Hadron Halo, Hadron’s anticipated growth and other metrics; the anticipated future demand of energy; the future demand and commercialization of the Hadron MMR; potential relationships or engagements; the outcome of Hadron’s regulatory submissions; and statements regarding the benefits of the business combination between the parties and the
anticipated timing of the completion of the business combination are all forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations thereof or similar terminology.
These forward-looking statements regarding future events and the future results of Hadron and GigCapital7 are based upon estimates and assumptions that, while considered reasonable by Hadron, GigCapital7, and their respective management teams, are inherently uncertain and subject to risks, variability and contingencies, many of which are beyond Hadron’s or GigCapital7’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement or other definitive agreements in connection thereto; the outcome of any legal proceedings that may be instituted against Hadron, GigCapital7 or others following the announcement of the business combination and any definitive agreements with respect thereto; the inability to complete the business combination due to the failure to obtain consents and approvals of the shareholders of GigCapital7; failure to obtain financing to complete the business combination or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete the business combination or related transactions; changes to the proposed structure of the business combination as a result of applicable laws, regulations or conditions; projections, estimates and forecasts of revenue and other financial and performance metrics; projections about industry trends and market opportunity; expectations relating to the demand for Hadron’s MMR; Hadron’s ability to scale and grow its business; the cash position of Hadron following closing of the business combination; the ability to meet listing standards in connection with, and following, the consummation of the business combination the risk that the business combination disrupts current plans and operations of Hadron as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Hadron to successfully commercialize its MMR, and Hadron’s ability to source and maintain key relationships with management and key employees; costs related to the business combination; changes in applicable laws and regulations; political and economic developments and market volatility; the risk that Hadron does not ever enter into any definitive agreements in connection with commercialization of its technology; the risk that Hadron is pursuing an emerging market; and other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by GigCapital7 and/or Hadron, including the Registration Statement that Hadron and GigCapital7 intend to file in connection with the business combination.
If any of these risks materialize or Hadron’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements. There may be additional risks that Hadron or GigCapital7 do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Hadron or
GigCapital7 reflect the expectations, plans or forecasts of future events and views of Hadron and GigCapital7 and speak only as of the date they are made. Neither Hadron nor GigCapital7 undertake any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. These forward-looking statements should not be relied upon as representing Hadron’s or GigCapital7’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information About the Transaction and Where to Find It
The proposed transaction will be submitted to GigCapital7’s shareholders for their consideration and approval. GigCapital7and Hadron intend to file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to GigCapital7’s shareholders in connection with GigCapital7’s solicitation of proxies for the shareholder vote in connection with the proposed business combination, the prospectus relating to the offer of securities to be issued in connection with the business combination, and other matters to be described in the Registration Statement. After the Registration Statement has been filed and declared effective by the SEC, GigCapital7 will mail a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents (the “GigCapital7Shareholder Materials”) to its shareholders as of the record date established for voting on the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, GIGCAPITAL7’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH GIGCAPITAL7’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT GIGCAPITAL7, HADRON AND THE PROPOSED BUSINESS COMBINATION. Shareholders and other interested parties may obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to GigCapital7 Corp., Attn: Corporate Secretary, 1731 Embarcadero Rd., Suite 200, Palo Alto, CA.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION OR ANY INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Hadron, GigCapital7 and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of GIG’s shareholders in connection with the business combination. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of GigCapital7’s directors and executive officers in its filings with the SEC, including GigCapital7’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 16, 2025. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GIG shareholders in connection with the business combination will be set forth in the Registration Statement, along with information concerning the interests of Hadron’s and GigCapital7’s participants in the solicitation. Such interests may in some cases be different from those of Hadron’s or GigCapital7’s equity holders generally.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Hadron Energy Investor Center:
https://www.hadronenergy.com/investor-relations
Hadron Energy Media & Investor Contact:
Samuel Gibson
Chief Executive Officer
sgibson@hadronenergy.com
GigCapital7 Investor Contact:
Christine M. Marshall
Chief Financial Officer
christine@gigcapitalglobal.com
FAQ
What did GIG and Hadron announce in Form 425?
They announced filing a joint Form S-4 with the SEC for a proposed $1.2 billion business combination.
What is the targeted closing timeline for GIG’s merger with Hadron?
The parties are targeting to close during the first half of Q1 2026, subject to approvals.
What technology is Hadron bringing to market?
Hadron’s Halo micro‑modular reactor is a 10 MWe light‑water design built for transportability and manufacturability.
What materials will GIG shareholders receive?
After the S-4 is declared effective, shareholders will receive a definitive proxy statement/prospectus/consent solicitation for voting.
What approvals are required before the transaction closes?
Closing requires SEC effectiveness of the S-4, GigCapital7 shareholder approval, and other customary regulatory and closing conditions.
What is GigCapital7’s role in the deal?
GigCapital7 is a SPAC pursuing a business combination with Hadron to bring it to the public markets.
Where can investors find the official documents?
Documents will be available on the SEC’s website (www.sec.gov) and via the companies’ investor contacts.
