Hadron partners with Paragon on I&C for Halo MMR; GIG Form S-4 ($1.2B)
Rhea-AI Filing Summary
Hadron Energy signed a non-binding MOU with Paragon Energy Solutions to collaborate on Instrumentation & Control (I&C) architecture for Hadron’s Halo micro-modular reactor program. The agreement covers I&C system architecture, safety and non-safety integration, control logic, HMI support, cybersecurity, and supply of field and control-room devices.
The MOU is intended to span Hadron’s First-of-a-Kind deployment and may expand to commercial units. The release also notes NRC acceptance of Hadron’s QAPD topical report for review and a joint Form S-4 filing with GigCapital7 Corp. in connection with a proposed $1.2 billion public listing.
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Insights
Partnership focuses on nuclear-grade I&C design and component supply.
The MOU assigns Paragon to assist with safety and non-safety I&C platform integration, control logic development, HMI support, and cybersecurity. These elements are core to plant operability and regulatory review, and the text explicitly ties work to Hadron’s FOAK deployment.
Because the MOU is non-binding, timing and scope remain conditional; subsequent filings or contracts will define deliverables and certification steps that regulators will review.
Commercial and financing context centers on a proposed $1.2B listing via Form S-4 with GigCapital7.
The announcement references the joint Form S-4 registration statement linked to a proposed $1.2 billion public listing and highlights an NRC review milestone (QAPD topical report acceptance). These are preparatory steps toward a business combination.
Material outcomes (financing, shareholder approvals, or definitive agreements) are not finalized; successful closing depends on the registration and shareholder vote process described.
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 Signs Strategic Collaboration with Paragon Energy Solutions for Microreactor Instrumentation & Control Development
Hadron Energy Announces Strategic Partnership with Paragon Energy Solutions
NEW YORK—(BUSINESS WIRE)—Hadron Energy, Inc. (“Hadron” or the “Company”) today announced the signing of a non-binding Memorandum of Understanding (“MOU”) with Paragon Energy Solutions, a Mirion Technologies Company (“Paragon”), establishing a framework for collaboration on the design, development, and implementation of the Instrumentation & Control (“I&C”) architecture for Hadron’s Halo Micro-Modular Reactor (“MMR”) program.
Under the MOU, Paragon will support the development of the Halo MMR’s overall I&C system architecture and integration framework; including safety and non-safety I&C platform integration, control logic development, human-machine interface (“HMI”) support, and cybersecurity considerations. Paragon will also supply the physical instrumentation devices and associated hardware; including sensors, transmitters, control cabinets, networking components, and other field and control room equipment necessary to implement the I&C system. The collaboration is intended to span Hadron’s First-of-a-Kind (“FOAK”) deployment, with potential expansion to subsequent commercial units.
The MOU reflects Hadron’s commitment to engaging best-in-class suppliers in the design process, ensuring that the I&C architecture is developed in parallel with, and fully integrated into, the Company’s broader licensing and engineering program. The MOU builds on Hadron’s recent milestones, including NRC acceptance of its Quality Assurance Program Description (“QAPD”) Topical Report for review and the filing of its joint Form S-4 registration statement with GigCapital7 Corp. (Nasdaq: GIG) in connection with the Company’s proposed $1.2 billion public listing.
“Instrumentation and control is the nervous system of a nuclear plant. It is what translates engineering design into safe, reliable, real-world operation,” said Ross Ridenoure, Chief Nuclear Officer of Hadron. “Engaging Paragon now, at this stage of our design development, means we are building a fully integrated I&C architecture from the ground up, with the rigor and regulatory alignment that nuclear demands. This is how you build a plant that doesn’t just work on paper, but performs safely and predictably from the moment it comes online.”
By securing a specialized I&C partner of Paragon’s caliber at this stage of development, Hadron is ensuring that the systems responsible for monitoring, controlling, and protecting the Halo MMR are engineered to nuclear-grade standards from day one, reinforcing the Company’s commitment to safety, reliability, and commercial readiness across every layer of the plant’s design.
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 Paragon Energy Solutions
Paragon, a Mirion Technologies company, has delivered comprehensive solutions for nuclear industry needs, producing and testing mission-critical equipment with proven customer satisfaction for more than three decades. Through obsolescence and parts availability strategies, innovation, and efficiency, Paragon directly addresses the challenges facing today’s operating fleet and the advanced reactors of tomorrow, all while maintaining the highest standards of quality and nuclear safety culture.
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 work with, and supply of physical instrumentation devices and associated hardware from, Paragon; the development and translation into an operational reactor of the Hadron Halo MMR, and its subsequent construction and performance, including with respect to quality control and safety; Hadron’s anticipated growth and other metrics; the anticipated future demand of energy; the future demand and commercialization of the Hadron Halo 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 Halo 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 Halo 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