[425] GigCapital7 Corp. Business Combination Communication
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.
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Insights
Promotional 425 update: regulatory steps taken; no approvals or closing milestones achieved yet.
GigCapital7 filed a Rule 425 communication highlighting Hadron Energy’s regulatory preparations as it approaches a proposed
This matters because pre-application work with the NRC can shorten later phases, but it is not an approval. The filing does not report NRC acceptance, design certification, or licensing milestones, nor does it confirm SEC effectiveness of the Registration Statement, shareholder vote outcomes, or closing conditions. The forward-looking statements section emphasizes risks typical for SPAC combinations, including potential termination, financing, regulatory approvals, and meeting listing standards.
Key items to watch: filing and SEC effectiveness of the Registration Statement ahead of the shareholder vote; any NRC feedback or formal acceptance of the QAPD and subsequent PDC topical report; and confirmation of required consents and financing. Timeline cues mentioned include activities in
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 Advances its Regulatory Readiness Ahead of $1.2Bn Merger
New York, NY – November 4, 2025 – As Hadron Energy, Inc. (“Hadron”) approaches its $1.2Bn SPAC merger with GigCapital7 Corp. (Nasdaq: GIG), the company showcases its proactive and foundational licensing approach with the U.S. Nuclear Regulatory Commission (NRC).
Hadron’s light-water design offers a clear advantage with the U.S. Nuclear Regulatory Commission (NRC), the nation’s regulator for civilian nuclear power, which has decades of experience licensing this technology and currently oversees 94 operating light-water reactors in the United States. Building on that foundation, Hadron has executed a uniquely proactive approach to regulatory readiness since its founding.
The company has sought engagement with the NRC as the commission forms policies with respect to the breakthrough advanced nuclear reactor industry. In December 2024, Hadron attended its first Advanced Reactor Stakeholder Meeting, where it became an active contributor to policy development in the MMR space, and continued to attend NRC public meetings regularly as it began to prepare its own regulatory strategy for the Hadron MMR. One critical meeting occurred on July 17-18, 2025, where Hadron Energy stood as the only company to publicly support a more restrictive safety framework for microreactors and other low consequence reactors; it is a framework that Hadron has full confidence its Halo MMR will meet.
In April 2025, the company submitted a Letter of Intent and initial Regulatory Engagement Plan (REP), which began the process of formal pre-application engagement with the NRC. Following its initial public meeting, Hadron also filed an updated REP aligned with the NRC’s latest guidance to streamline the commercialization of its microreactor, and since that time, has continued to follow its REP, making quality submissions on time and informed by NRC feedback. Hadron has filed its Quality Assurance Program Description (QAPD) and will soon file its Topical Report on Principal Design Criteria (PDC).
Hadron continues to pursue its regulatory goals despite the government shut-down, developing comprehensive topical reports and hiring essential talent that will be foundational to the Halo MMR’s safety case and instrumental to development and commercialization of the Halo MMR. As a result of the front-loaded approach Hadron has taken with its regulatory strategy, Hadron continues to stay ahead of its corporate deadlines and on track for the rapid commercialization of its microreactors.
In addition to this persistent and collaborative approach with the NRC, Hadron has engaged with representatives of the Department of Energy (DOE), the federal agency tasked with the promotion of nuclear energy. Hadron looks forward to working with the DOE further to make the revitalization of America’s nuclear industry a reality, including through the Janus Project, the DOE’s initiative to achieve readiness in the installation and operation of MMRs in military bases of the U.S. Armed Forces.
Leading up to its $1.2Bn SPAC merger with GigCapital7 Corp. (Nasdaq: GIG), Hadron is committed to a collaborative, transparent, and forward-thinking regulatory approach, positioning itself as a primary partner to the Federal government in revitalizing the U.S. nuclear industry. The company is looking forward to working with its government partners in restoring America’s energy independence and setting the national standard for a secure, competitive, and American-led nuclear future.
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, Inc. Investor Center:
https://www.hadronenergy.com/investor-relations
Hadron Energy, Inc. 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 transaction is GigCapital7 (GIG) highlighting in this 425 filing?
A proposed $1.2Bn SPAC merger between Hadron Energy and GigCapital7.
How is Hadron engaging with the U.S. NRC?
Hadron attended NRC stakeholder meetings since December 2024, submitted a Letter of Intent and Regulatory Engagement Plan in April 2025, and follows NRC guidance.
What filings has Hadron made toward NRC readiness?
Hadron filed its Quality Assurance Program Description and stated it will soon file a Topical Report on Principal Design Criteria.
What stance did Hadron take on microreactor safety at the July 2025 meeting?
On July 17–18, 2025, Hadron publicly supported a more restrictive safety framework for microreactors.
What is Hadron’s reactor and intended output?
The Halo MMR is a light‑water microreactor designed to deliver 10 MW and be transportable in a shipping container.
How is Hadron engaging with the DOE?
Hadron is engaging with the DOE, including the Janus Project focused on readiness for MMR installation and operation on U.S. military bases.
What investor materials are expected for the merger vote?
Registration Statement filings will include a proxy statement/prospectus; once effective, GigCapital7 will mail definitive materials to shareholders.
