Hadron Energy–GigCapital7 (NASDAQ: GIG) SPAC deal reset to $600M valuation
Rhea-AI Filing Summary
GigCapital7 Corp. updates key terms of its planned merger with Hadron Energy and related financing. The parties signed a Second Amendment cutting Hadron’s “Public Company (Pre-Capital Raise) Valuation” to $776,599,997, reducing Aggregate Merger Consideration to 60,000,000 shares of Domesticated Purchaser Common Stock, implying a $600 million valuation. The amendment also extends the Business Combination Agreement “Outside Date” to May 31, 2026. GigCapital7 issued an amended and restated unsecured convertible working capital note for $293,000 to its sponsor, convertible at $10.00 per unit at business combination closing. Hadron completed about $7.5 million in pre‑IPO equity via SAFE notes, and the SEC declared the joint Form S‑4 registration statement effective on April 15, 2026, clearing the way for a GigCapital7 shareholder meeting on May 7, 2026 to vote on the transaction.
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Insights
GigCapital7 and Hadron reprice their SPAC deal to $600M and extend the closing window.
The amendment reduces Hadron’s pre‑capital‑raise valuation basis from $1,200,200,000 and 100,000,000 shares to $776,599,997 and 60,000,000 shares of Domesticated Purchaser Common Stock, implying a $600 million equity valuation at $10.00 per share. This lowers the price at which Hadron is effectively going public.
The new Outside Date of May 31, 2026 gives the parties an extra month beyond the prior April deadline to satisfy closing conditions. Separately, the amended $293,000 working capital note from the sponsor, convertible into units at $10.00, provides additional liquidity to keep GigCapital7 operating through completion of the business combination.
Hadron’s approximately $7.5 million pre‑IPO SAFE financing and the SEC’s effectiveness of the Form S‑4 on April 15, 2026 support moving toward the May 7, 2026 shareholder vote. The net impact for existing GigCapital7 shareholders is primarily a change in deal economics and timeline rather than an immediate change in operating performance.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As GigCapital7 Corp., a Cayman Islands exempted company (“GigCapital7”), previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2025, GigCapital7 entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of September 27, 2025, by and among GigCapital7, MMR Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GigCapital7 (“Merger Sub”), and Hadron Energy, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company (the Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Company”). The Business Combination Agreement was subsequently amended by the First Amendment to Business Combination Agreement, dated as of December 12, 2025, by and among GigCapital7, Merger Sub, and the Company (the “First Amendment”).
The Business Combination Agreement provides that the Aggregate Merger Consideration (as such term is defined in the Business Combination Agreement) to be issued for the securities of the Company shall be equal to (a)(i) the “Public Company (Pre-Capital Raise) Valuation” of $1,200,200,000, divided by (b) $10.59, less (b) 13,333,333 shares of Domesticated Purchaser Common Stock (as such term is defined in the Business Combination), or a total of 100,000,000 shares of Domesticated Purchaser Common Stock, which at a nominal value of $10.00 per share would have a valuation for the Company of $1 billion. On April 16, 2026, GigCapital7, Merger Sub, and the Company entered into a Second Amendment to Business Combination Agreement (the “Second Amendment”), which amends the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. The Second Amendment amends the definition of “Public Company (Pre-Capital Raise) Valuation” set forth in Article X of the Business Combination Agreement to mean $776,599,997, which has the effect of reducing the Aggregate Merger Consideration to be issued for the securities of the Company to 60,000,000 shares of Domesticated Purchaser Common Stock, which at a nominal value of $10.00 per share would have a valuation for the Company of $600 million. The Second Amendment also amends Section 8.01(c) of the Business Combination Agreement to replace the date “April 30, 2026” with the date “May 31, 2026.” As a result, all references to the “Outside Date” in the Business Combination Agreement now refer to May 31, 2026. Other than as modified by the Second Amendment, all terms, conditions, and provisions of the Business Combination Agreement, as previously amended, remain in full force and effect.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On April 16, 2026, GigCapital7 issued an amended and restated unsecured convertible promissory note (the “Amended and Restated Working Capital Note”) in the principal amount of $293,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”). The Amended and Restated Working Capital Note amends, restates, supersedes and replaces that certain unsecured convertible promissory note dated January 30, 2026, in the principal amount of $148,000 previously issued by GigCapital7 to the Sponsor (the “Prior Note”). The Company issued the Amended and Restated Working Capital Note in consideration for a loan from the Sponsor to fund GigCapital7’s working capital requirements. The Amended and Restated Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The Amended and Restated Working Capital Note bears no interest and is repayable in full upon the consummation of a business combination by GigCapital7, except that the Amended and Restated Working Capital Note may be converted, at the sole election of our Sponsor, into units of GigCapital7 at the consummation of GigCapital7’s initial business combination.
A copy of the Amended and Restated Working Capital Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to such Note.
| Item 7.01 | Regulation FD Disclosure. |
On April 20, 2026, GigCapital7 and the Company issued a joint press release announcing, among other things, the reduction in valuation of the Company (the “Press Release”). A copy of the Press Release is attached to this Current Report as Exhibit.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing of GigCapital7 under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings.
| Item 8.01 | Other Events. |
Investor Presentation
In connection with the issuance of the Press Release, on April 20, 2026, GigCapital7 also made available an updated investor presentation reflecting the revised terms of the Business Combination Agreement, including the reduction of the Aggregate Merger Consideration to be issued for the securities of the Company to 60,000,000 shares of Domesticated Purchaser Common Stock, which at a nominal value of $10.00 per share would have a valuation for the Company of $600 million. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Supplement to the Proxy Statement
On April 15, 2026, GigCapital7 filed its proxy statement/prospectus (the “Proxy Statement”) for the solicitation of proxies in connection with the upcoming extraordinary general meeting (the “Extraordinary General Meeting”) to consider and vote on its proposed business combination (the “Business Combination”) and other matters as described in the registration statement and a prospectus relating to the offer of the securities to be issued to the stockholders of the Company in connection with the Business Combination.
GigCapital7 has decided to supplement the Proxy Statement (the “Proxy Supplement”) to provide updated information about the Second Amendment and the Amended and Restated Promissory Note. There is no change to the date, location, the record date, redemption deadline or any of the other proposals to be acted upon at the Extraordinary General Meeting.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the April 15, 2026, record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the Extraordinary General Meeting by requesting that the transfer agent return such shares prior to the Extraordinary General Meeting.
A copy of the Proxy Supplement is filed herewith as Exhibit 99.3 and is incorporated to herein by reference.
The information in this Item 8.01 (including Exhibits 99.2 and 99.3) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 2.1 | Second Amendment to Business Combination Agreement, dated as of April 16, 2026, by and among GigCapital7 Corp., MMR Merger Sub, Inc., and Hadron Energy, Inc. | |
| 10.1 | Amended and Restated Promissory Note, dated April 16, 2026 | |
| 99.1 | Press Release dated April 20, 2026 | |
| 99.2 | Investor Presentation, April 2026 | |
| 99.3 | Proxy Supplement, dated as of April 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 20, 2026 | GIGCAPITAL7 CORP. | |||||
| By: | /s/ Dr. Avi S. Katz | |||||
| Name: | Dr. Avi S. Katz | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Hadron Energy Aligns Valuation for Business Combination to $600M, Signaling Long Term Market Discipline After GigCapital7 Form S-4 Registration Statement Declared Effective
Revised previously announced Pro-Forma Equity Valuation of Hadron Energy to $600 Million Reflects Disciplined Market Alignment and Investor Responsiveness; Hadron Energy Completes approximately $7.5 Million in Pre-IPO Equity Round via bridge SAFE Notes with Full Conversion Protections Preserved; SEC Declared GigCapital7-Hadron Energy Form S-4 Registration Statement Effective on April 15, 2026; GigCapital7 Special Shareholders meeting to take place on May 7, 2026; Hadron Energy Continues to Advance Supplier Partnerships, Customer Pipeline, and Licensing Milestones
NEW YORK, NY – April 20, 2026 – Hadron Energy, Inc. (“Hadron” or the “Company”), a developer of advanced nuclear microreactor (MMR) technology, today announced two significant milestones on its path to becoming a publicly traded company to be listed on the Nasdaq Stock Market under the ticker symbol “HDRN.” First, Hadron and GigCapital7 have agreed to updated transaction terms reflecting a modified pro-forma equity valuation of Hadron of approximately $600 million to align with current public market conditions and the Company’s commitment to entering the public markets from a position of credibility and long-term strength. Second, the U.S. Securities and Exchange Commission (“SEC”) declared the Form S-4 registration statement of GigCapital7 Corp. (Nasdaq: GIG) (“GigCapital7”), for which the Company is a co-registrant, effective on April 15, 2026, enabling GigCapital7 to proceed with its special shareholders meeting to seek approval by its shareholders of the proposed business combination on May 7, 2026.
In connection with the updated transaction terms, Hadron also announced the successful completion of a $7.5 million pre-IPO equity financing round conducted via Simple Agreements for Future Equity (“SAFE”) notes. The round was anchored by a number of strategic investors with deep alignment to Hadron’s commercial and technology roadmap, reinforcing institutional confidence in the Company’s fundamentals and long-term trajectory ahead of its public listing.
A Market-Aligned Valuation Built for Strength, Not Sentiment
The advanced nuclear and small modular reactor sector has experienced a meaningful valuation recalibration since the market peak in Q4 2025. Publicly traded peers, including companies with NRC design approvals and multi-billion-dollar market capitalizations, have seen equity values decline from their late-2025 highs.
Rather than proceed with a transaction structure anchored to a prior market environment, Hadron and GigCapital7 have elected to proactively realign the transaction valuation of Hadron to reflect the objective realities of today’s capital markets. This decision is the product of extensive dialogue with a broad cross-section of institutional investors and strategic capital partners over the past four months of SAFE bridge and deSPAC PIPE funding roadshows.
“We are building Hadron for the long term, and that means making decisions that prioritize credibility over optics,” said Sam Gibson, Founder & CEO of Hadron Energy. “The advanced nuclear market has undergone a healthy and necessary value reset. We believe the right response is not to resist that reset but to lead through it. By entering the public markets at a valuation that reflects current conditions and an attractive entry point, we are sending a clear signal to investors: Hadron is fully attuned to market realities, disciplined in its capital planning, and focused on execution.”
The revised $600 million valuation of Hadron is designed to achieve three core objectives: first, to materially reduce redemption risk and maximize the cash available to the Company at close; second, to attract quality institutional capital that will serve as a foundation for the Company’s public float; and third, to position the Company for a credible, supported aftermarket that builds investor trust from day one.
GigCapital7 Reaffirms Commitment to Hadron and the Transaction
“With the Form S-4 now effective and a clear path to closing in front of us through the shareholders meeting that is scheduled for May 7, 2026, GigCapital7 holds its excitement of the opportunity to be part of the MMR industry and remains fully committed to Hadron through the deSPAC and in supporting the Company’s long-term success in the public markets,” said Dr. Avi Katz, Chairman & CEO of GigCapital7. “This valuation adjustment is a strategic decision that reflects our collective commitment to delivering a transaction that closes with strength, raises the capital the Company needs, and establishes a foundation of trust with long-term institutional investors. We are sure that proceeding to a final prospectus/proxy statement and realigning the valuation of Hadron in the same window sends a simple, decisive message to the market.”
SEC Declares Form S-4 Registration Statement Effective; Path to Nasdaq Listing Cleared
On April 15, 2026, the SEC declared GigCapital7’s Form S-4 registration statement, of which Hadron was a co-registrant, effective, completing a critical milestone in the path to closing the proposed business combination. GigCapital7 has commenced distribution of the final prospectus/proxy statement/prospectus to its shareholders in advance of the May 7, 2026 special meeting to vote on the proposed business combination.
“Filing and mailing the final prospectus/proxy statement to GigCapital7’s shareholders is a decisive moment,” said Sam Gibson, Founder & CEO of Hadron. “With the Form S-4 now effective, Hadron is positioned to complete its transition to the public markets on a known and executable timeline. Combined with our recalibrated valuation and continued commercial and technical progress, we are entering this final phase of the deSPAC process with clarity, momentum, and the full confidence of our partners and investors.”
$7.5 Million Pre-IPO Equity Round Reinforces Investor Confidence
Hadron’s successful completion of a $7.5 million equity financing via bridge SAFE notes demonstrates continued investor appetite for the Company’s differentiated position in the advanced nuclear market. The round was conducted alongside the ongoing deSPAC roadshow process and reflects investor conviction in Hadron’s technology, team, and go-to-market approach. The pre-IPO capital further strengthens Hadron’s balance sheet as it enters the public markets and provides near-term working capital to support continued commercial development, supplier engagement, and licensing activities.
Commercial and Technical Momentum Continues to Accelerate
The updated valuation reflects market conditions, not a change in the Company’s fundamentals or commercial trajectory. Hadron continues to advance across every dimension of its business, with significant recent milestones that underscore the strength and credibility of its technology and go-to-market strategy:
Supplier Ecosystem Development: In March 2026, Hadron announced a strategic collaboration with Paragon Energy Solutions, a Mirion Technologies Company, for the design, development, and implementation of the Instrumentation & Control (I&C) architecture for the Halo Micro-Modular Reactor (MMR). This collaboration encompasses safety and non-safety I&C platform integration, control logic development, human-machine interface support, and cybersecurity architecture representing a critical subsystem milestone on the path to commercial deployment. Paragon’s proven supply chain capability, backed by Mirion’s global nuclear technology platform, validates the manufacturability and commercial readiness of Hadron’s reactor design.
Customer Pipeline and Commercial Traction: Hadron has signed a non-binding Memorandum of Understanding with Smartland Energy, LLC, establishing a portfolio-scale framework for the potential deployment of the Halo MMR across up to five qualified Smartland behind-the-meter power projects over time. Smartland is developing approximately 150 MWe per project, with 12 projects targeted for completion by 2035, representing aggregate capacity demand of approximately 1.8 GWe. In connection with the MOU, Smartland made an initial strategic investment in Hadron, reflecting long-term conviction in the platform’s commercial viability.
Accelerating Market Demand: Industrial and digital infrastructure operators are facing unprecedented load growth, multi-year grid interconnection queues, and increasing urgency around reliable, on-site firm power. Behind-the-meter nuclear microreactors represent one of the most compelling solutions to this structural supply-demand imbalance. The U.S. Department of Energy and major hyperscale technology companies continue to signal strong support for advanced nuclear reactors deployment, and Hadron’s 10 MWe light-water Halo MMR is purpose-designed for this market—factory-fabricated, truck-transportable, and deployable on commercially relevant timelines.
Licensing and Regulatory Progress: Hadron continues to advance its regulatory engagement with the U.S. Nuclear Regulatory Commission (NRC) as it progresses toward licensing milestones for the Halo MMR. The Company’s light-water reactor design leverages the most mature, well-understood, and extensively regulated reactor technology in the world, supported by decades of operational data, an established fuel supply chain, and the deepest bench of regulatory precedent in the nuclear industry.
Transaction Overview
With the Form S-4 registration statement declared effective by the SEC on April 15, 2026, the business combination between Hadron Energy and GigCapital7 Corp. is expected to close in May, subject to remaining customary closing conditions, including approval by GigCapital7 shareholders at the upcoming special shareholders meeting and satisfaction of customary Nasdaq listing requirements. Upon closing, Hadron is expected to trade on the Nasdaq Stock Market under the ticker symbol “HDRN,” and is expected to be the first publicly traded company focused on light-water micro-modular reactor (MMR) technology.
The revised transaction reflects a pro-forma equity valuation Hadron of approximately $600 million and is structured to maximize net cash to the combined company at close, support a healthy public float, and position the stock for institutional ownership and long-term value creation.
About Hadron Energy, Inc.
Hadron is a pioneer in MMR technology. Designed to deliver 10 MWe 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 vessel, core, and containment shell to be truck transportable, 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 closing of the business combination, including its anticipated , the listing of the combined company on Nasdaq, the level of potential redemptions by public shareholders of GigCapital, the strategic collaboration between Hadron and Smartland, and any potential deployment of Hadron’s Halo MMR in connection therewith; 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 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 on Form S-4 that Hadron and GigCapital7 filed in connection with the business combination (the “Registration Statement”).
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. GigCapital7 and Hadron have filed with the SEC the Registration Statement that includes a prospectus relating to the offer of securities to be issued in connection with the business combination and GigCapital7 has filed a final prospectus/definitive proxy statement, 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 and other matters described in the Registration Statement. GigCapital7 is mailing the final prospectus/definitive proxy statement and other relevant documents (the “GigCapital7 Shareholder 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 FINAL PROSPECTUS/DEFINITIVE PROXY STATEMENT 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 PROSPECTUS/PROXY STATEMENT BECAUSE THESE DOCUMENTS 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, 2025, filed with the SEC on March 6, 2026. 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 is 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.
Contacts
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
Exhibit 99.2 cial Deployment of Commer eactorsore Micr10 MW e for Data Centers & Industrydized Nuclear Energy InfrastructurStandar esentationApril 2026 Investor Pr
DisclaimersApril 2026 Disclaimer on in connection with espect to an investment in Hadrested parties in making their own evaluation with ron”) and GigCapital7 Corp. (“GigCapital7”) to assist inter, Inc. (“Hadrgyon Enered to you by Hadresentation”) is being deliveresentation (this “prThis pr ovided to you solely in your capacity as a ovided for informational purposes only and is being presentation is proposed business combination”). This prelated transactions (the “pron and GigCapital7 and roposed business combination between Hadra pr e of its contents esentation, in whole or in part, or the disclosuroduction or distribution of this prepron and the post-business combination combined company (the “Post-Closing Company”). Any rpotential investor in considering an investment in Hadr esentation does not constitute advice or a . This prestrictions set out beloweed to the obligations and resentation, you will be deemed to have agreading this previewing or rohibited. By ron or GigCapital7 is prwithout the prior consent of Hadr egulation and conveys no e such distribution or use would be contrary to local law or r, any person in any jurisdiction wher.; it is not intended for distribution to, or use byestricted by lawding any securities. This communication is regarecommendation rr eof.elating to the subject matter hereto revious oral or written communications between the parties hereplaces all presentation supersedes and roducts of its business activities. This pron or the prest in Hadrright, title or inter fer or SolicitationNo Of oval in any jurisdiction in connection with the , vote, consent or approxy any securities nor the solicitation of any presentation and any accompanying oral statements shall neither constitute an offer to sell nor the solicitation of an offer to buyThis pr egistration or qualification under the securities laws of any such jurisdiction. No offer of , solicitation or sale would be unlawful prior to the re be any sale of securities in any jurisdiction in which the offeroposed business combination. Nor shall therpr om. INVESTMENT efrements of Section 10 of the Securities Act of 1933, as amended, or exemptions therequirospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) meeting the rsecurities shall be made except by means of a pr ASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OF Y AUTHORITY NOR HAS ANY AUTHORITY PTORIN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULA Y IS A CRIMINAL OFFENSE.TION TO THE CONTRARAAINED HEREIN. ANY REPRESENTTION CONTADEQUACY OF THE INFORMA arrantiesesentations and WNo Repr esentation iewers of this proposed business combination. Vespect to the pred to evaluate a possible investment decision with requiresentation is for informational purposes only and does not purport to contain all of the information that may be rThis pr esentation is not intended to form the basis of any . This prelevance and adequacy of the information, and should make other investigations as they deem necessaryoposed business combination and of the rshould make their own evaluation of the pr esentation or any other written or other espect of, this pre or will be given in, or in ress or implied, aresentations or warranties, expreprinvestment decision by any potential investor and does not constitute investment, tax or legal advice. No r eof, or for esponsibility or liability whatsoever is accepted for the accuracy or sufficiency theroposed business combination, and no ron or the prcommunications transmitted or otherwise made available to any party in the course of its evaluation of Hadr esentatives, eprest holders, affiliates, respective subsidiaries, interon, GigCapital7, or any of their rcumstances will Hadr, in no ciro the fullest extent permitted by laweto. Telating therors, omissions, or misstatements, negligent or otherwise, rany err eliance on the information contained within it esentation, its contents, omissions, rom the use of this profit arising frect or consequential loss or loss of prect, indiresponsible or liable for any directors, officers, employees, advisors or agents be rpartners, dir on and GigCapital7 e and is subject to change, and any such changes may be material. Hadreliminary in naturesentation is prewith. The information contained in this preto or otherwise arising in connection therelation theror on opinions communicated in r esentation.disclaim any duty to update the information contained in this pr e to Find itAdditional Information About the Business Combination and Wher Inbusiness with the potential connection combination,statementegistration a rForm on S-4 (the “Form S-4”)beenfiled has theSEC GigCapital7 by withincludes S-4 on. The Form and Hadreliminary prastatement oxy prfor theGigCapital7stockholders of that alsoconstituteseliminarya pr and ospectus, pron 2026, 15, April GigCapital7filed a finalospectus/definitivepr statementoxy prwith the following SEC declaring SEC the theeffective. WhenForm S-4 deciding towhether in investon,shouldyou Hadrefully car informationconsider the made availableto you, includingoughofthe your decision.day thresentation, pr this The definitiveospectusstatement/pr oxypr isbeing mailedto GigCapital72026 April of15, date decorr a as stockholdersofestablished for voting on the potential businesscombination. willested parties Interalso tobe able such of ee copies obtain frdocuments filed(onceSEC withavailable) the at SEC'sthe at located website,.sec.gov wwworsecurityholders equestto aectr dir mayGigCapital7 Corp., Attn: Corporate,etary Secr 1731oRd.,200, Suite caderEmbar Alto, Palo CA. Thesematerials will contain information important about GigCapital7, Companythe on,Post-Closing Hadr businessandthe potential combination. When deciding towhether invest in should youon,Hadr efullycar information the consider made availableto you, including decision.your of dayough the esentation,thrprthis Thedefinitive ospectusoxystatement/pr prisbeing mailedto GigCapital715, of dateApril d2026 ecor as aofstockholders r established forvoting onbusinessthe potential combination.ested Inter parties willbe alsotoable such of ee copies obtain frdocuments filed(onceSEC with theavailable) at,.sec.govat wwwSEC's the website located orsecurityholders to equest arect may dir GigCapital7Attn: Corp., Corporate ,etary Secr1731 ocaderEmbar 200, Suite Rd., Alto, PaloCA. Pnarticipants in the Solicitatio oxies of GigCapital7ectors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of prespective diron, GigCapital7 and their rHadr’s security holders in connection with the potential business combination. April 2602esentation Investor Pr 02
DisclaimersApril 2026 s Annual Report on Form 10-K for the ectors and executive officers in its filings with the SEC, including GigCapital7’s dirests of GigCapital7’ding the names, affiliations, and interegare detailed information rInvestors and security holders may obtain mor oxies of GigCapital7 security holders in , under SEC rules, be deemed participants in the solicitation of prding the persons who mayegarch, 6, 2026 (“2025 Form 10-K”). Information rfiscal year ended December 31st, 2025, filed with the SEC on Mar om those of ent frests may in some cases be differs participants in the solicitation. Such inters and GigCapital7’on’connection with the potential business combination is set forth in the Form S-4, along with information concerests of Hadrning the inter .s equity holders generallys or GigCapital7’on’Hadr d-Looking StatementsForwar s actual s and the Post-Closing Company’s, GigCapital7’on’ovisions of the United States Private Securities Litigation Reform Act of 1996. Hadrd-looking statements” within the meaning of the “safe harbor” presentation contains certain “forwarThis pr ds such as d-looking statements can sometimes be identified by wore events. Forwaredictive of futurd-looking statements as prely on these forwar, you should not rojections, and consequentlyom their expectations, estimates and presults may differ frr essions, or their negative variations, and ds and exprget,” “will,” “anticipate” and, in each case, similar worecast,” “tare”, “designed,” “foroject,” “believe,” “futur,” “pr,” “could,” “would,” “should,” “expect,” “possible,” “potential,” “goal,” “opportunity“may e manufacturing capacity and s futuron’ding Hadregarojections recasts or pre not historical facts and include, without limitation, estimates, ford-looking statements include all matters that are events. These forwaredict or indicate futurterminology that pr s ability to demonstrate scientific and engineering feasibility of on’cialization costs and timeline; Hadrojected commers pron’gy sector opportunities; Hadrojections of adjacent enere; estimates and prplant performance; market opportunity and market shar s ability to on’ocesses; Hadroduction and manufacturing prs ability to timely and effectively meet construction and development timelines and scale its pron’e customer base; Hadretain and expand its futurs ability to attract, ron’its technologies; Hadr s expectations concerelationships with strategic partners, ning ron’ed by other companies; Hadroducts and solutions offergy prs ability to compete successfully with eneron’oducts and services and bring them to market in a timely manner; Hadrdevelop pr s expectations on’oducts, services, or technologies; Hadres or investments in companies or pre venturoperty; futurotect, and enhance its intellectual prs ability to maintain, pron’d parties; Hadrsuppliers, goveregulatory bodies and other thirnments, r om the U.S. Nuclear Regulatory Commission; the success of e operations, including licenses to operate nuclear facilities frent and futureceipt of licenses and permits for curregulatory framework development; the potential for and timing of rding regarr elated to partnerships and collaborations eements rs technology; the execution and success of any definitive agron’ofile of Hadrol; the safety prs contron’, which is outside of Hadrovide poweroducts would prs pron’ojects for which Hadroposed prpr elated to its oposed business combination and expectations roposed business combination; and the potential benefits of the pre performance; the consummation of the prespect to futurs expectations with ron’d parties; Hadron and thirbetween Hadr edictions of actual performance. e not presentation, and aresentation, whether or not identified in this projections and beliefs as of the date of this prs expectations, assumptions, estimates, pre based on management’terms and timing. These statements ar . These obabilityediction or a definitive statement of fact or prelied on by any investor as a guarantee, an assurance, a pre not intended to serve as and must not be rovided for illustrative purposes only and are prd-looking statements arThese forwar on, esults, performance or achievements of Hadron or GigCapital7 that may cause actual rol of Hadre subject to a number of factors that involve known and unknown risks, delays, uncertainties and other factors not under the contrstatements ar e elated to the futurd-looking statements. Such risks and uncertainties include risks ressed or implied by these forwaresults, performance or other expectations expre rom the futurent frGigCapital7 or the Post-Closing Company to be materially differ e operations; financial, political and legal conditions; the egulations; the potential need for financing for futuregulatory uncertainties and possible changes to applicable laws or rging market; ron is pursing an emeron; the risk that Hadrperformance of Hadr oceedings, investigations eholders is not obtained; the outcome of any goveregulatory prnment or rs sharoval of GigCapital7’oposed business combination, including the risk that the apprinability of the parties to successfully or timely consummate the pr gy industry; limited supply of materials and supply chain disruptions; and other risks and uncertainties set forth in the eased competition in the eners ability to meet its financial obligations; incron’or inquiries; market volatility and its potential to impact Hadr s om time to time in GigCapital7’s 2024 Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated frd-looking Statements in GigCapital7’ding Forwarsections entitled “Risk Factors” and Cautionary Note Regar esults to differ ect could cause actual roving to be incorredictable factors or underlying assumptions subsequently prein. Other unknown or unprospectus contained theroxy statement/pregistration statement on FormS4 and the prfilings with the SEC, the r , performance, or esults, level of activitye ron cannot guarantee futureasonable, Hadre rd-looking statements areflected in the forwaron and GigCapital7 believe that the expectations rd-looking statements. Although Hadrom those in the forwarmaterially fr on and GigCapital7 undertake no duty to update such s date, unless otherwise stated, and Hadresentation is as of today’ovided in this prd-looking statements. All information preliance on these forwarou should not place undue rachievements. Y .ed under applicable lawequirinformation, except as r fer or SolicitationNo Of s estimates based on such data and its on’ces, as well as Hadrd-party sourch, surveys, studies and other similar thiresearom industry publications and ron obtained fresentation includes statistical and other industry and market data that HadrThis pr eliable; ces is rd party sourom these thiron believes that the information fre cautioned not to give undue weight to such data and estimates. Hadrces. Such data and estimates involve a number of assumptions and limitations and you arinternal sour , esentation. Furtherces after the date of this prom such souresentation as to their accuracy or completeness, nor undertakes to update the data frepron nor GigCapital7 independently verified such data and estimates, makes any r, neither Hadrhowever on.ces and by Hadrd-party souressed in the estimates made by the thirom those expresults to differ materially fr, which could cause ree of risk and uncertaintys business and the industry in which it operates is subject to a high degron’Hadr rademarksT esentation is not intended to, and does not espective owners, and such use or display in this property of their re the prd parties, which aron, GigCapital7 and thiresentation contains trademarks, service marks, trade names, and copyrights of HadrThis pr esentation may appear without the Ted to in this preferron or GigCapital7. Solely for convenience, the trademarks, service marks, trade names, and copyrights relationship with or an endorsement or sponsorship by or of Hadr, a rimply, SM, M*, or © , to such trademarks, service marks, trade , their rights or the right of the applicable owners, if anyon or GigCapital7 will not assert, to the fullest extent under applicable law, that Hadre not intended to indicate, in any wayences arefersymbols, but such r names, and copyrights. esentationApril 2026 Investor Pr 03 rademarksT
ee ArWho WApril 2026 Reliable, ee Carbon-Fr Power TM on HaloThe Hadro Micr Modular Reactor (MMR) can power next-generation data emote communities, centers, r military bases, factories & e.mor e10 MW 35 MWth 10 year ELECTRICAL POWER THERMAL POWERFUELING CYCLE esentationApril 2026 Investor Pr 04
kerspeaSApril 2026 odayTs ’ Speakers SAMuel gibsonRahul ShukLaROSS RIDENOUREANDREA EILV a.Drvi katz Founder & CEOCHIEF FINANCIAL OFFICERCHIEF NUCLEAR OFFICERHEAD OF REACOR LICENSINTG (1) ExecutiveChairman of theboard 2X Global Engineering 4 years as Chief 3X Chief Nuclear Officer ector of the Office of the Dir~40 years of international om American Leader fr, Stem, Accounting Officerwith over 35 years of U.S. Nuclear Regulatory c innoehDeep Tvation and Society of Mechanical Inc.executive experience in Commission (NRC) since ceutixvee leadership Engineers (ASME).nuclear power2021 20+ years of work Extensive leadership in Founder of giCapital G eer starting in NRC car ch esear5+ years of ross public-experience acrnuclear engineering, GbO,loi alptix, and gG 1992, including a experience in mechanical company finance, M&A & egulatory licensing, and rgAic quisitions (1-9)G CongessrF llowaionelship and nuclear engineeringcapital marketsfairs afentities in 2003 U.S. Navy Commander eneur and eprVisionary Entr4 years in Senior Finance (Ret.) withdvis ary ovExe in perienxtensie ecoliead on a prLfi portfolio c eam Builder for Industrial TLeadership, Natera, Inc. & erxpee,includingenci Lensin g,imanagcing of M&A I,,PO and AC e-SPD CompanieseHealth, Inc.ndNuScale ae thIAEA rulemaeking and mortransactions April2026esentationInvestor Pr (1)Contract Position 05
ectorsdDirof BoarApril2026 samuel gibsonralph hunterbryan timm Chair of the Audit Committee and Non-Independent BOARD OF DIRECTORS TION member of the Audit and COMPENSA tion member of the Compensa member and Chief Executive OfficerCommittees Committee on and Halo MMR Founder & CEO of HadrecogniGlobally red nuclear executive with z35 esidentFormer Columbia Sportswear PrCOO// ger with . He is leading a $796m mervisionaryyears of experience in SMR development. Held ent GigCapitalCFO and curr. He 8 Audit Chair GigCapital7 to become the first publicly traded oles at Orion Nuclear & esidential rCEO and prbrings deep public-company governance, light-water MMR companyConstellationfinance, and capital-marets expertisek dr. raluca dinukermanadrian zuct lewisrober tion Committee Chair of the Compensating AND Member of the Nominating and member of the Nomina ting and and member of the Nominate GovernanceCorpora and ,te GovernanceCorpora, and the Audit te Governance CommitteeCorporation CommittiescompensaCommittees . CEO of QT Imaging and GigCapital PartnerUFormer .S. Ambassador to Romania and RC DNeputy Executive Former ector with Dir32 Semiconductor veteran with global gy security . Expert in enerinternational attorneyyears of leadership. Expert in nuclear safety and manufacturing, operations, and public-egulatory oviding strategic rand geopolitics, prrulemaon on licensing and king, advising Hadr company transaction expertiseand governance leadershipegulatory strategyr raanan horowitzvi dr. atzak ting and Chair of the Nomina Executive theof Chairman Board, te Governance Committee and Corpora member ofthetion,Compensa tingNomina Member of the Audit Committee teCorpora ANDGovernance Committees Former Elbit Systems of America CEO, scaling 2+GigCapital Founder and serial PPE issuer with 1 ector the defense firm to $1.6B. A GigCapital7 dirpublic listings. 40-year tech innovator and Ph.D. and national security expert with deep experience engineer with deep publicprivate C-suite / in global manufacturing and innovationexperience PostClosing ectorsd ofDirBoar 202April esentation6 Investor Pr 06
AMTApril 2026 otal T $5-9B$6-12B$5-18B (1) (2) (3) essable Addr DoW Fixed Installations Remote Industrial & Mining Data Centers & Hyperscale Fixed Infrastructure OnlyHigh Diesel Displacement24/7 Carbon-Free Demand Market 15-40 Near-term Candidate f-grid Mine Sites50-150 Of50-200 Sites Tier 1: Immediate business Sites (AFCEC & Army) . development priority on's Immediate users of Hadr esenting low epreactor re r10MW hanging fruit opportunities site DoD¹count and Te om: Offico DOEMderiver Adf f R emote indu²Tstrial M:A Wezie dMRamckooenote 3D ata center TA site M andcouRnt: IDC esearD ata ch, NucnerElear gyFY202essional Budgon5g Cret PoMwarer ket Outlook 202mb 5;Blooer AgNEFdevand center CNuclear PooSuy:er Prrvewent Intentions mecur Juficsti198);(DOE/CF-0ation ANucFCEC lear nerEgy Nucklear arMet 5.eport 202Rd Tane Prgychnoloeenes 202cferI5 #US51DC (34825); 2 amC(NECs Initiative upmragoI pr)docum entation.BmblooergNEF AeNucdvan cdlear et arkMReport 2025. esentationApril 2026 Investor Pr 07
AMTApril 2026 Tier 2: Secondary business development priority essable Marketotal AddrT .e opportunityesent a futureprThese markets r $2-5B$3-8B$4-10B$4-10B Island & Remote Communities AL & UTILITY MICROGRIDS MUNICIPIndustrial Combined Heat & Power Emerging Markets 20-50 Addressable Sites100-400 Addressable Site200-500 Addressable Siteerm PipelineLong T AM and site count: DOE emote community T4 Island and reactor orAM: EPRI Microgrid T5 Municipal and utility micrAM and outlet 6 Industrial combined heat and power TgNEF Advanced Nuclear AM: Bloomberging markets T7 Emer eactor Deployment or, MicrgyOffice of Island EnergNEF Advanced Market Assessment 2024; Bloombere: EPRI Industrial Decarbonization Pathways: temperaturMarket Report 2025; The Rockefeller Foundation, The Role Opportunities for Remote Communities (DOE/EE-2801), Nuclear Market Report 2025.e Envelope emperaturWR TNuclear Heat Applications and Lgy Abundance gy in Powering Universal Enerof Nuclear Ener echnology gy Tging Energy Authority Emer2024; Alaska Ener(EPRI 3002027193), 2024.ging Economies, December 2025. Country eligibility for Emer ogram documentation, 2024. Diesel cost range for Fund preement partners per US limited to US Section 123 Agr ogram Review eactor Proremote communities: INL Micrreements for Peaceful , 123 AgrgyDepartment of Ener eactor Market Assessment 2024.orFY2024; EPRI Micr, 2026.egistryCooperation r esentationApril 2026 Investor Pr 08
AMTApril 2026 ~30,000TWh$0.15$4.5T (1)(2) Global Electricity Demand by 2026 verage Cost per kWh Global ATED ELECTRICITY MARKETESTIMA Market Size Estimate A Massive Market Opportunity ongly in 2025 and 2026 ow strce: (1) IEA, Demand: Global electricity use to grSour ransitiongy Te, Journalism for the Energy Wirce: (2) Clean EnerSour 09
ailwindsIndustry TApril 2026 Compelling Industry ailwindT Significant market and SIGNIFICANT GOVERNMENT A CENTER ENERGY TAI & DAY OF NRC HISTOR ovide egulatory tailwinds prr TSUPPOR DEMANDALAPPROV favorable conditions for ders signed in May 2025, 4 Executive Orom AI data centers alone Electricity demand fre the only type of eactors arater rLight W om NRC / ANCE Act 2024, and support frADVwill 4X+ by 2030 (1),making MMRs an attractive oval by The U.S. eceived apprdesigns that have r .on EnergyHadr gy DOE / White House bolster the Nuclear Enereliable powersolution for clean, rNuclear Regulatory Commission, with 94 prior momentumovals, including 1 SMR (2)appr INVESTOR & HYPERSCALER TECHNOLOGICAL GLOAL PUSH FOR LOBW INTERESTANCEMENTSADVBONCAR gy e exploring MMRs for their enerCompanies are eactor corContinuous advancements in rong push for lowA strgy solutions carbon ener- on engaged in advanced needs, with Hadres, & digital integration for design, safety featurto combat climate change is an important driver discussions for data center applicationsMMR efficiency and performance based on for MMR markowthet gr Naval Reactor technology gy Agency (1) International Ener (2) United States Nuclear Regulatory Commission 10
indswail TyIndustr6April 202 windsailMicroreactor Policy Tact to HadronImp ederal F eview edictable rPushes NRC to pursue binding, pron uses LEU+ (not HALEU), a faster Even though Hadr ders Executive Or upport Sor F timelines NRC is equally beneficial for LEU+ designs rump 2025)(T ecycling” of validated DOE/DOD tests Encourages “rAbility to negotiate pilot sitings on federal sites earlierfor Nuclear demonstration and validation Eases siting on federal land Evidence off a avorable onmental eamlines the nuclear licensing and envirStron qualifies under MMR guidance, accelerating the Hadr ANCE Act ADV egulatorryor fonment envir ocess eview prrocess eview prr (2024) Nuclear Energ.y Reduces financial barriers and incentivizes new educes technical and Lowers licensing uncertainty and r eactorsadvanced rfinancial risk ocess for small, factory-built egulatory prQuicker rs on’den on Hadregulatory burSignificantly lower r Nuclear s on’eactors like Hadrrn applicatio Regulatory Use of LEU+ fuel aligns safety and materials onmental May potentially avoid lengthy envir Commission ecedentsevaluationswith prdlesegulatory hureviews and other rimpactr (NRC) Allocates HALEU, planning fuel supply base, backing Ed fforts signal a favorable policy orientation towar Department of pilot deployments oeactor prrects j Energy (DOE) oeactor pruilding out the fuel ecosystem, so rBjects DOE supply-chain and industrial base investments t starved for fuelen’areeduce risk for components, and infrastructurr 2026April esentation nvestor PrI 11
echnologyTApril 2026 One Platform. Endless Energy Applications. edefine eactors ro modular rs micron’Hadr HALO , serving as both power plants and heat versatility ces for a variety of sectors. By integrating sour ocess heat in one deployable electricity and pr on will unlock new economic value, system, Hadr oject timelines, and accelerate the shorten pr e gy infrastructurtransition to sustainable ener worldwide esentationApril 2026 Investor Pr 12
echnologyTApril 2026 way alk AA W 1 - Containment Skin ession Pool5 - Suppr Safe Design e vessel that contains essureactor pr3-4 inch thick steel r ession pool that acts as the oximately 60,000 gallons of water filled supprAppr e, steam generator and primary coolanteactor corthe r Ultimate Heat Sink TM on HaloThe Hadris designed with five layers of containment. essele Vessur2 - Pr om the outer shell to the fuel Fr e vessel that contains essureactor pr3-4 inch thick steel r e, steam generator and primary coolanteactor corthe r coating, it is designed to be walk-away-safe and .community friendly conium Cladding3 - Zir e vessel that contains essureactor pr3-4 inch thick steel r e, steam generator and primary coolanteactor corthe r 4 - Fuel Pellet e vessel that contains essureactor pr3-4 inch thick steel r e, steam generator and primary coolanteactor corthe r esentationApril 2026 Investor Pr 13
echnologyTApril 2026 e Designs Unique Coron’Hadr od oprietary modular lattice of 15x15 re uses a prs coron’Hadr assemblies which facilitate balanced power distribution, efficient fuel om startup to end-of-lifeuse, and flexible operation fr Modular Scalabilityoved Power FlatteningImpr es a fraction of the equirOur 10MW rStrategic placement of burnable , ed to wind and solarland comparpoison in the 15×15 array smooths making it the most space-efficient , keeping power eactivityout excess r eliable decarbonizationpath to reoss the cordistribution even acr Extended Fuel CycleEnhanced Reactor Behavior educed ol means rBetter flux contreactor operation essive rLess aggr localized burnup, enabling longer fuel educes wear and tear on the r efuelingcycles and fewer outages forrol, and system, allows finer contr educes maintenancer esentationApril 2026 Investor Pr 14
echnologyTApril 2026 Supply Chain Flexibility Operational & oader supply chain support for Br esulting in eactors rlightwater r cial Commer expedited delivery times Advantages 24/7 Uninterrupted Power ater oven Light-WBuilt on Pr Having a constant power supply is , echnologyReactor T e even a indispensable for data centers, wher ed for Rapid Engineer brief outage can lead to costly downtime Deployment Ideal for Industrial Applications s 35 MW of thermal power is perfectly Our MMR’ suited for a range of industrial applications ocess heat and electricityequiring both prr ear LEU+ Fueling Cycle10 Y he 10Tyear low enriched uranium fueling cycle - educes operational costs by drastically r efueling equent reliminating the need for fr esentationApril 2026 Investor Pr 15
echnologyTApril 2026 Decades of Licensing History Regulatory & WRs have been in commerLcial operation for ~70 years, providing a robust foundation Licensing of operating data and licensing framework Advantages The only NRC approved Reactor s unique design and on’Hadr WRs rLesent 100% of operating repreactors Licensing Strategy grants key in the U.S. due to their proven technology & egulatory & Licensing r established regulatory familiarity advantages. Compact Modular Design voiding the complex rAegulations of large SMRs, our streamlined are ensurchitectures faster permitting and flexible deployment oved LEU+ Fuele-ApprPr Utiliing Lowz-Enriched Uranium (ELU leverages ) an established regulatory framework, avoiding the extended approval timelines of exotic fuels April 2026 Investor Presentation 16
RoadmapApril 2026 2025 2026 2027-2028 2029 LaunchDesign VerificationoductionPrDelivery NRC Letter of Intent *opical & TTechnical Reports *Reactor Demonstration oval Apprfor died MMR zStandar itingS NRC Regulatory Engagement Plan *Establish Principal Design Criteria Subcomponent Manufacturing Deliver MMRs to Early Customers Private Meeting with NRCEarly Contract RevenuesSubcomponent Testing Power Purchase Agreements, Direct NRC Public MeetingsReadiness Assessment AuditConstruction Assembly& alesS and Operating Agr,eements Early Customer IdentificationhitepapersWanufacturing License Application *M Conceptual Design ReviewFinal Design & Prementocur Comd bineOperating License Application * QA Program Description * THE HADRON ROADMAP — A CLEAR PTH TO POWER DELIVERAY ce: (1) IEA, Demand: Global electricity use to grSourow strongly in 2025 and 2026 ce: (2) Clean EnerSourgy Wire, Journalism for the Energy Transition 17
Scalability Scalability & Efficiency . Compact Power Massive Impact. es overbuild, storage, equirIntermittent generation r e e to ensurand extensive transmission infrastructur eactors deliver ore micrs 10 MWon’. Hadreliabilityr ectly at the point of demand, always-on power dir eliminating dependency on grid expansion. Compact, co-located with data centers, and esent the most space- eprfactory-deployed, they r e-efficient path to firm, and infrastructur . Distributed deployment of decarbonized power thousands of units enables materially lower total educing transmission, distribution, system cost by r and system integration overhead. esentationApril 2026 Investor Pr 18
Competitive AdvantageApril 2026 (2) ater Design10MW Light W s on’Hadr Competitive Lower Anticipated (1) ~$80M 00M00M Unit Cost Advantage Compact fective land usage than other e efMor es- acres< acr e)ces (<1 acrenewable energy sourr Footprint ried-and-true T void costly development and testing A eliable sodiunrovennpr ed to non lightwater designscompar eactorscooled resigns components edits or ent or potential tax cr(1) Does not include curr any other government grant or subsidy Publicly available ince:S(2) ourormationf void expense and delays during Ancertain olled Quality Contrikely to face ed to larger construction compardeploymen delays Manufacturing eactor deploymentsrtimelein Nth-of-a-kind manufacturing and egimes oduces novel licensing rntr Deployable, fering distributed deployment modelofandrisk factors that may delay Reliable Power power generationlicensing esentationApril 2026 Investor Pr 19
eamTApril 2026 All Star Engineering Team. Deep Regulatory ound.Backgr om leading rFregulatory bodies like the NRC to pioneering opulsion systems at NASA, our all-star team brings frprontier engineering expertise, institutional excellence & path to partnerships that can redefine the nuclear ecosystem. In the months ahead, Hadron will expand its team across digital eactor systems, advanced manufacturing, and safety arre chitectur — bringing together world-class engineers, modelers, and builders to accelerate prototype development and carry our reactor from simulation to r. eality I Y N DR UST April 2026 Investor Presentation 20
eamTApril 2026 uilt ’Bve eW eam ThaThe Tt Deliver Can e of The Futur Samuel GibsoneRoss RidenourKen Canavand, PhDarew WAndrRahul Shukla Founder & CEOChief Nuclear OfficerChief Operating Officerechnology OfficerChief TChief Financial Officer Energy eneur and 2 time eprSerial Entree Time CNO at Parsons, Threviously held executive Prch eviously Assistant ResearPreviously Chief Accounting Pr ASME Global Engineering Leader Southern California Edison, & leadership positions at EPRI & Scientist at the University of fiOfcer at Stem, Inc. Omaha Public Power Districtestinghouse (CTO) WMichigan (1) Contract Positions Hand, POlivia E.. MRyan ottBusseyTimothy Vea AndreilBenoit Forget, PhD Head of Reactor Design ector of DirLicensing & OperationsP of Vusiness DevelopmentBHead of Reactor Licensing (1), Reactor Physics (1)Advisor eviously Principal Engineering Pr eviously a Nuclear Engineer & Previously Data Center Pracility Fector of the Ofeviously DirPrfice of Head of Nuclear Science and erraPowerpositions at T Patent Attorney with experience at Campus Manager at MetaNuclear ReactorRegulation (NRR) Engineering at MIT & NuScale the NRC esentationApril 2026 Investor Pr 21
Demonstrated ractionT prilA2026 e'veW assembled an all-star engineering team, launched digitaltwin development,and filed 4 NUCLEAR IS SLOW patents, bothutility anddesign, alongside securing 6copyrights and trademarks. Our ougheakthrbr patent-pendingMMR ecor designanchors a ongstr IP foundation as we engage with the OD,DOE D, and NRC. Having eadyengagedalr at the letter ofintent stage with emorthan 6 potentialcustomers, BUT WE ARE FAST onHadris scaling fast. Market Overview lciaCoermmTraction Multiple GWs Pipeline of est FrInterom Potential Customers Significant Government DOE Projects Power Growth -term OpportunitiesNearfor Hundreds of Units Supportof 15-20% by 2035(1) 100% of Approved Reactors in ong Push for Low Carbon StrActive Discussions with the U.S. are Light Water Designsgy SolutionsEnerLeading Hyperscalers oductPrRegylatoru & tincieSc fiEngagemsnte ear Refueling Cycle10-Year Useful Life 50-Y 10 MW of Electrical Power35 MW of Thermal Power April 2026 Investor Presentation 22
Competitive AdvantageApril 2026 Tsranaction lightigHhsceSour s & sesU($ illionM s) Illustrative SOURCES Implied pre-money equity value of $600M aluationV ransaction T on EnerHadrgy Rollover Equity (4) $600.0 Transaction implies ~$796M pro-forma enterprise value Cash in Trust (2) $213.5 Overview with otal sourTces$813.5 Assumes ~$213.5M at $10.67533 per share Financing 100% Trust om Cash in Tfrrust Expected uses include OPEX & MMR SOURCES RetentionDevelopment $600.0 onHadr gyEnerRollover Equity4() $1999 . Cash in rustToceedsPr (1) on Energy sharHadreholders would roll 100% Deal $13.6 ransactionTExpenses of their equity and are expected to have a pro- eStructur forma equity ownership of 64.3% $813.5 otal Tcessour uorS :ce(1) 7i GgCapitalash-cin-st pltrus uon rdHacash Transaction Hhligigthso ForrPa mOwshpiner less illustrative epenses. x Ass2()umes 0% of s7apitalgCiGdolheers eharerxcise deption riemrts to rgheeive casch omrf trst auont at ccu PF Shares Outstanding (Millions) 93.3 es harS% losincg. illion(Ms)Owshnerpi e Price ($) (3)Shar$10.67533 )(3B on rdaseemdeption price as o April f 2026 as 1, stated in the istration eRgStatemt en (4) on raHdEnergy ollover REqu ityValue based on a PF Equity Ve alu99$.0 6 ondrHa 6064%.3 $100 per s.0e arh () P- FN etCah s(1) ($1999). pSac Sonpsor 13.314%.3 bPlic Suolsderehhar20 21.4% PF nterEripe Vsalue$79.16 April 2026 Investor Presentation 23
Entry PointApril 2026 Primary e Comparables Cor ARGETTMMR / SMR TECHNOLOGY $25,562 ? $9,852 Median Market Cap: $2,662 9.2x 1.5x $3,305 10.3x ? $2,337 $2,276 8.1x $1,196 $957 $857 $600 $148 $395 ciale-CommerProvedNRC Apprciale-CommerPrciale-CommerPrciale-CommerPrciale-CommerPrciale-CommerPr Stage WR (Gen III+)LWR (Gen III+)LHTGR (Gen IV)LM-MFFR (Gen IV)HTGR (Gen IV)GCR (Gen IV)IMSR (Gen IV) T ype Reactor Y POINTTTRACTIVE ENTRA ce: FactSet Data as of 4/13/2026 Sour eementollover equity per business combination agre-money r(1) Based on pr (2) Does not include any private placement or public warrants 24
Building the future grid — clean, compact, unstoppable. 25 Thank you
Exhibit 99.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A/A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
GigCapital7 Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
SUPPLEMENT TO PROXY STATEMENT
OF
GigCapital7, Corp.
Dated April 20, 2026
The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the joint definitive proxy statement/final prospectus (the “Proxy Statement”), filed on April 15, 2026, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All other information in the Proxy Statement remains unchanged.
As provided in the Proxy Statement, GigCapital7 Corp., a Cayman Islands exempted company (“GigCapital7”) is soliciting stockholder approval of, among other things, its proposed business combination (the “Business Combination”) with Hadron Energy, Inc., a Delaware corporation (the “Company”) and the other matters as described in the Proxy Statement, which includes a prospectus relating to the offer of the securities to be issued to the stockholders of the Company in connection with the Business Combination. The purpose of the following supplemental disclosures is to provide additional information about the Second Amendment (as defined below) and the Amended and Restated Working Capital Note (as defined below). Terms used herein, unless otherwise defined, have the meanings set forth in the Proxy Statement.
DESCRIPTION OF
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT
AND
AMENDED AND RESTATED PROMISSORY NOTE
As previously disclosed in a Current Report on Form 8-K that GigCapital7 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2025, GigCapital7 entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of September 27, 2025, by and among GigCapital7, MMR Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GigCapital7 (“Merger Sub”) and the Company, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of GigCapital7. The Business Combination Agreement was subsequently amended by the First Amendment to Business Combination Agreement, dated as of December 12, 2025, by and among GigCapital7, Merger Sub, and the Company (the “First Amendment”).
On April 16, 2026, GigCapital7, Merger Sub, and the Company entered into a Second Amendment to Business Combination Agreement (the “Second Amendment”), which amends the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. The Second Amendment amends the definition of “Public Company (Pre-Capital Raise) Valuation” set forth in Article X of the Business Combination Agreement to mean $776,599,997, which has the effect of reducing the Aggregate Merger Consideration to be issued for the securities of the Company to 60,000,000 shares of Domesticated Purchaser Common Stock, which at a nominal value of $10.00 per share would have a valuation for the Company of $600 million. The Second Amendment also amends Section 8.01(c) of the Business Combination Agreement to replace the date “April 30, 2026” with the date “May 31, 2026.” As a result, all references to the “Outside Date” in the Business Combination Agreement now refer to May 31, 2026. Other than as modified by the Second Amendment, all terms, conditions, and provisions of the Business Combination Agreement, as previously amended, remain in full force and effect.
On April 16, 2026, GigCapital7 issued an amended and restated unsecured convertible promissory note (the “Amended and Restated Working Capital Note”) in the principal amount of $293,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”). The Amended and Restated Working Capital Note amends, restates, supersedes and replaces that certain unsecured convertible promissory note dated January 30, 2026, in the principal amount of $148,000 previously issued by GigCapital7 to the Sponsor (the “Prior Note”). GigCapital7 issued the Amended and Restated Working Capital Note in consideration for a loan from the Sponsor to fund GigCapital7’s working capital requirements. The Amended and Restated Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with GigCapital7’s initial public offering. The Amended and Restated Working Capital Note bears no interest and is repayable in full upon the consummation of a business combination by GigCapital7, except that the Amended and Restated Working Capital Note may be converted, at the sole election of the Sponsor, into units of GigCapital7 at the consummation of GigCapital7’s initial business combination.
There is no change to the date, location, the record date, redemption deadline or any of the other proposals to be acted upon at the Extraordinary General Meeting. Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders as of the record date of April 15, 2026 can vote, even if they have subsequently sold their shares. Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the Extraordinary General Meeting by requesting that the transfer agent return such shares prior to the Extraordinary General Meeting.
IMPORTANT NOTICES
About GigCapital7
GigCapital7 is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses or entities. While GigCapital7’s efforts to identify a target business may span many industries, the focus of GigCapital7’s search is for prospects within the technology, media, and telecommunications, artificial intelligence and machine learning, cybersecurity, medical technology and medical equipment, semiconductor and sustainable industries. GigCapital7 was sponsored by GigAcquisitions7, LLC, which was founded by GigFounders, LLC, each a member entity of GigCapital Global, and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses.
On September 27, 2025, GigCapital7 entered into the Business Combination Agreement with Merger Sub and the Company, pursuant to the terms of which, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of GigCapital7, which will be renamed as Hadron Energy, Inc.
Additional Information and Where to Find It
In connection with the proposed Business Combination between GigCapital7 and the Company, GigCapital7 has filed the Proxy Statement, which includes a prospectus, with the SEC, and has commenced distribution of the Proxy Statement to GigCapital7’s shareholders in connection with GigCapital7’s solicitation of proxies for the shareholder vote in connection with the Business Combination and related transactions, and the other matters described in the Proxy Statement. GigCapital7 is mailing the Proxy Statement and other relevant documents to its shareholders as of April 15, 2026, 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 DEFINITIVE PROXY STATEMENT/FINAL 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 AGREEMENT, THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE DEFINITIVE PROXY STATEMENT/FINAL PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT GIGCAPITAL7, THE COMPANY AND THE PROPOSED TRANSACTIONS. 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 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
The Company, 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 GigCapital7’s shareholders in connection with the Business Combination and related transactions. 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, 2025, filed with the SEC on March 6, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GigCapital7’s shareholders in connection with the Business Combination is set forth in the Proxy Statement, along with information concerning the interests of the Company’s and GigCapital7’s participants in the solicitation. Such interests may in some cases be different from those of the Company’s or GigCapital7’s equity holders generally. Investors and security holders may obtain free copies of these documents as described above.
Forward-Looking Statements:
Certain statements included in this Current Report on Form 8-K and the exhibit hereto that are not historical facts are forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “could,” “would,” “should,” “expect,” “possible,” “potential,” “goal,” “opportunity,” “project,” “believe,” “future”, “designed,” “forecast,” “target,” “will,” “anticipate,” “estimate,” “continue,” “intend,” “plan,” “predict,” “seem,” “seek,” “outlook,” and, in each case, similar words and expressions, or their negative variations, and terminology that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements generally relate to future events, including, without limitation, statements, estimates, forecasts or projections regarding the Company’s future manufacturing capacity and plant performance; market opportunity and market share; estimates and projections of adjacent energy sector opportunities; the Company’s projected commercialization costs and timeline; the Company’s ability to demonstrate scientific and engineering feasibility of its technologies; the Company’s ability to attract, retain and expand its future customer base; the Company’s ability to timely and effectively meet construction and development timelines and scale its production and manufacturing processes; the Company’s ability to develop products and services and bring them to market in a timely manner; the Company’s ability to compete successfully with energy products and solutions offered by other companies; the Company’s expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; the Company’s ability to maintain, protect, and enhance its intellectual property; future ventures or investments in companies or products, services, or technologies; the Company’s expectations regarding regulatory framework development; the potential for and timing of receipt of licenses and permits for current and future operations, including licenses to operate nuclear facilities from the U.S. Nuclear Regulatory Commission; the success of proposed projects for which the Company’s products would provide power, which is outside of the Company’s control; the safety profile of the Company’s technology; the execution and success of any definitive agreements related to partnerships and collaborations between the Company and third parties; the Company’s expectations with respect to future performance; GigCapital7’s and the Company’s respective industries, future events, the anticipated use of the investor presentation by the Company and GigCapital7, potential financing activities by the Company, including any contemplated private placement of SAFEs, potential non-deal roadshows, and possible PIPE financing discussions, the proposed transactions between GigCapital7 and the Company, the anticipated timing and benefits of the Business Combination, the entry into agreements related to the Business Combination, the consummation of the proposed Business Combination; the estimated or anticipated future results and benefits of the combined company following the proposed transactions, including the likelihood and ability of the parties to successfully consummate the proposed transactions, future opportunities for the combined company, GigCapital7’s or the Company’s future financial or operating performance, and other statements that are not historical facts. In addition, these forward-looking statements include, without limitation, statements regarding GigCapital7’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the proposed private placements, the Business Combination and other transactions, the satisfaction of the closing conditions to the Business Combination and other transactions, and the timing of the completion of the Business Combination and other transactions. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of the Company and/or GigCapital7), and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by GigCapital7 and its management, and the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination or other definitive agreements in connection thereto; (2) the outcome of any legal proceedings that may be instituted against the Company, GigCapital7 or others following the announcement of the proposed Business Combination and any definitive agreements with respect thereto; (3) the inability to successfully or timely consummate the Business Combination and related transactions, including due to the failure to obtain consents and approvals of the shareholders of GigCapital7; (4) the failure to obtain financing to complete the transactions or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete the transactions; (5) changes to the proposed structure of the transactions as a result of applicable laws, regulations or conditions; (6) the ability of GigCapital7 to meet applicable listing standards following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (8) projections, estimates and forecasts of revenue and other financial and performance metrics;
(9) projections about industry trends and market opportunity; expectations relating to the demand for the Company’s micro modular reactor (“MMR”) technology; (10) the Company’s ability to scale and grow its business; (11) the cash position of the Company following closing of the Business Combination; (12) the risk that the transactions disrupt current plans and operations of the Company as a result of the announcement and consummation of the transactions; (13) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to successfully commercialize its MMR, and the Company’s ability to source and maintain key relationships with management and key employees; (14) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees; (15) costs related to the transactions; (16) risks relating to significant legal, commercial, regulatory and technical uncertainty regarding the classification and management of nuclear energy resources, including evolving environmental standards, permitting requirements, and potential changes in applicable laws or regulations; changes in applicable laws and regulations; political and economic developments and market volatility; (17) the possibility that the Company and/or its related entities may be adversely affected by other economic, business, and/or competitive factors; (18) risks relating to the Company’s anticipated operations and business, including its focus on the development and commercialization of MMR technologies; (19) the risk that the Company does not ever enter into any definitive agreements in connection with commercialization of its technology; (20) the risk that the Company is pursuing an emerging market; (21) the amount of redemption requests made by the GigCapital7 public shareholders; (22) risks related to the future performance of the Company; (23) the potential need for financing for future operations; (24) financial, political and legal conditions; (25) increased competition in the energy industry; (26) limited supply of materials and supply chain disruptions; and (27) other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by GigCapital7 and/or the Company, including the Registration Statement on Form S-4 that the Company and GigCapital7 filed in connection with the Business Combination, and GigCapital7’s other filings with the SEC, as well as any further risks and uncertainties contained in the Proxy Statement. In addition, there may be additional risks that neither GigCapital7 or the Company presently know, or that GigCapital7 or the Company currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither GigCapital7 nor the Company undertakes any duty to update these forward-looking statements. The inclusion of any statement in this communication does not constitute an admission by GigCapital7, the Company, or any other person that the events or circumstances described in such statement are material.