GigCapital7 completes Delaware Domestication

GigCapital7 completes Delaware Domestication

How is GigCapital7’s Domestication related to its business combination with Hadron Energy?

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Filing Exhibits & Attachments

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

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What corporate change did GigCapital7 (GIG) complete on May 8, 2026?

How did the Domestication affect GigCapital7 (GIG) shareholders and their securities?

Did GigCapital7’s Domestication change its business operations or contracts?

What happens to GigCapital7 (GIG) warrants after the Domestication?

Does GigCapital7 (GIG) still trade under the same Nasdaq symbol after Domestication?

Positive

Negative

The Domestication was completed in connection with the Business Combination Agreement among GigCapital7, a merger subsidiary, and Hadron Energy, Inc. After the business combination, the domesticated company is expected to be renamed “Hadron Energy, Inc.” under the agreement’s terms.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

GigCapital7 Corp. completed a legal move, or “Domestication,” from the Cayman Islands to Delaware on May 8, 2026, ahead of its planned business combination with Hadron Energy, Inc. The company adopted a new Delaware charter and bylaws at the same effective time.

The filing states that this Domestication did not change GigCapital7’s business, management, employees, properties, contracts, assets, liabilities or net worth other than related costs. Each existing Class A and Class B ordinary share, unit and warrant automatically converted into corresponding Delaware common stock, units and warrants on a one-for-one basis.

All outstanding rights and warrants linked to the pre-domestication securities now relate to the same number of domesticated securities on the same terms, and stockholders are not required to exchange their certificates. The domesticated common stock continues trading on Nasdaq under the symbol “GIG”.

GigCapital7 executes a technical jurisdiction change with one-for-one securities conversion.

GigCapital7 Corp. has shifted its place of incorporation from the Cayman Islands to Delaware through a Domestication, while keeping its operating profile intact. The filing emphasizes no change in business, management, assets or liabilities aside from Domestication-related costs.

Each Class A and Class B ordinary share, unit and warrant converted into equivalent Delaware securities on a one-for-one basis, preserving holders’ economic exposure. Existing rights and instruments tied to pre-domestication securities now reference the same amount of domesticated securities under unchanged terms.

The domesticated common stock continues to trade on Nasdaq under the symbol GIG, supporting continuity in public-market trading. Overall, this is a structural legal change rather than a new financing or operational shift, leaving the company’s fundamental profile essentially unchanged.

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Par value Class A ordinary shares: $0.0001 per share Par value Domesticated Common Stock: $0.0001 per share Warrant exercise price: $11.50 per share +3 more

6 metrics

Par value Class A ordinary shares $0.0001 per share Class A ordinary shares before Domestication

Par value Domesticated Common Stock $0.0001 per share Common stock after Domestication

Warrant exercise price $11.50 per share Redeemable warrants for one Class A ordinary share

Effective Time of Domestication 4:15 p.m. Eastern Time on May 8, 2026 Time Domestication became effective

Business Combination Agreement date September 27, 2025 Date of agreement with Hadron Energy, Inc.

Extraordinary Meeting approval date May 7, 2026 Shareholder approval of Domestication

Domestication, Business Combination Agreement, redeemable warrants, Certificate of Domestication, +2 more

6 terms

Domestication regulatory

"GigCapital7 will domesticate from the Cayman Islands to Delaware (the “Domestication”...)"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

Business Combination Agreement financial

"in connection with the consummation of the transactions provided for by the Business Combination Agreement..."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

redeemable warrants financial

"Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

Certificate of Domestication regulatory

"a certificate of corporate domestication with the Secretary of State of the State of Delaware"

interim certificate of incorporation regulatory

"and (iii) an interim certificate of incorporation with the DE SoS"

An interim certificate of incorporation is a temporary legal document issued during the early stages of creating a corporation, confirming that the company has met initial filing requirements while some final steps remain. For investors, it signals that the business has begun the formal process to become a recognized legal entity—like a construction permit before a building is finished—which affects ownership rights, the ability to issue shares, and legal protections.

Extraordinary general meeting regulatory

"following the approval of the same by GigCapital7’s shareholders at its extraordinary general meeting of shareholders"

GigCapital7 completed a legal Domestication from the Cayman Islands to Delaware on May 8, 2026. It filed domestication and incorporation documents in Delaware and adopted new governing documents while keeping its business and management structure unchanged.

Each existing Class A and Class B ordinary share, unit, and warrant converted automatically into corresponding Delaware common stock, units, and warrants on a one-for-one basis. Holders kept the same quantities and terms, and were not required to exchange existing stock certificates.

The company states the Domestication did not change its business, management, employees, properties, obligations, assets, liabilities or net worth, other than related costs. It also notes that its material contracts and related rights and obligations remain in place after the Domestication.

Each outstanding warrant of the pre-domestication entity became a warrant to acquire the same amount of domesticated securities on the same terms. Redeemable warrants remain exercisable for one common share at an exercise price of $11.50 per share, consistent with prior terms.

Yes. The domesticated entity’s common stock continues to trade on The Nasdaq Stock Market LLC under the symbol “GIG.” This maintains continuity for investors who buy and sell the stock on the exchange following the jurisdiction change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 08:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 8, 2026

GigCapital7 Corp.

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-42262

98-1790710

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(Address of principal executive offices)

(650) 276-7040

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant	GIGGU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	GIG	The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	GIGGW	The Nasdaq Stock Market LLC

Item 3.03

Material Modification to Rights of Shareholders

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 May 8, 2026, in connection with the consummation of the transactions provided for by the Business Combination Agreement (the “Business Combination Agreement”), dated as of September 27, 2025, as amended, 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 (“Target”), pursuant to which, among other things and subject to the terms and conditions contained therein, GigCapital7 will domesticate from the Cayman Islands to Delaware (the “Domestication” and the domesticated GigCapital7, “Domesticated GigCapital7”), and Merger Sub will merge with and into Target (the “Business Combination”), with Target continuing as the surviving company, following which, Domesticated GigCapital7 will be renamed “Hadron Energy, Inc.” (“Hadron”), GigCapital7 announced its intent to proceed with the Domestication following the approval of the same by GigCapital7’s shareholders at its extraordinary general meeting of shareholders held on May 7, 2026 (the “Extraordinary Meeting”).

On May 8, 2026, GigCapital7 effectuated the Domestication by filing (i) a voluntary declaration pursuant to Section 206(3) of the Companies Act (revised) of the Acts of the Cayman Islands, (ii) a certificate of corporate domestication with the Secretary of State of the State of Delaware (the “DE SoS”), and (iii) an interim certificate of incorporation with the DE SoS (the “Domesticated GigCapital7 Charter”). Domesticated GigCapital7 also adopted bylaws (the “Domesticated GigCapital7 Bylaws” and together with the Domesticated GigCapital7 Charter, the “Domesticated GigCapital7 Governing Documents”) in connection with the Domestication.

At 4:15 p.m. Eastern Time on May 8, 2026 (the “Effective Time”):

•

GigCapital7’s domicile changed from the Cayman Islands to the State of Delaware;

•

the internal affairs of GigCapital7 ceased to be governed by the laws of the Cayman Islands and instead became governed by the laws of the State of Delaware; and

•

GigCapital7 ceased to be governed by its existing amended and restated memorandum and articles of association and instead became governed by the Domesticated GigCapital7 Governing Documents.

The Domestication did not result in any change in the business, jobs, management, board of directors, properties, location of any of GigCapital7’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Domestication). The Domestication did not adversely affect any of GigCapital7’s material contracts with any third parties, and GigCapital7’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of GigCapital7 after the Domestication.

At the Effective Time, (i) each outstanding Class A ordinary share (“Existing Class A Ordinary Shares”), par value $0.0001 per share of GigCapital7 immediately prior to the Domestication (“Pre-Domestication GigCapital7”) automatically converted into one outstanding share of common stock (“Domesticated Common Stock”), par value $0.0001 per share of Domesticated GigCapital7, (ii) each outstanding Class B ordinary share (“Existing Class B Ordinary Shares”), par value $0.0001 per share of Pre-Domestication GigCapital7 automatically converted into one outstanding share of Class B common stock (“Domesticated Class B Common Stock”), par value $0.0001 per share of Domesticated GigCapital7, (iii) each outstanding unit of Pre-Domestication GigCapital7 (the “Existing Units”) automatically converted into one unit of Domesticated GigCapital7 (the “Domesticated Units”) and (iv) each outstanding warrant (“Existing Warrants” and together with the Existing Class A Ordinary Shares, the Existing Class B Ordinary Shares and the Existing Units, the “Existing Securities”) of Pre-Domestication GigCapital7 automatically converted into one warrant of Domesticated GigCapital7 (“Domesticated Warrants” and together with the Domesticated Class A Common Stock, the Domesticated Class B Common Stock and the Domesticated Units, the “Domesticated Securities”).

Stockholders are not required to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding warrant or other right to acquire any, or any instrument to convert into or exchange for, or based on the value of, Existing Securities, as applicable, automatically became a warrant or other right to acquire any, or any instrument to convert into or exchange for, or based on the value of, the same amount of Domesticated Securities, as applicable, under the same terms and conditions. The Domesticated Common Stock continues to be traded on The Nasdaq Stock Market LLC under the symbol “GIG”.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

To the extent required, the information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description

3.1		Certificate of Incorporation of Domesticated GigCapital7, dated May 8, 2026.

3.2		Certificate of Domestication of Domesticated GigCapital7, dated May 8, 2026.

3.3		Bylaws of Domesticated GigCapital7, as effective May 8, 2026 (incorporated by reference to Exhibit to GigCapital7’s Registration Statement on Form S-4/A filed with the SEC on April 10, 2026 and included as Annex D to the proxy statement/prospectus included therein).

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.

Source: View Original Filing on SEC EDGAR

6 documents

Dated: May 11, 2026

GIGCAPITAL7 CORP.

/s/ Dr. Avi Katz

Dr. Avi Katz

Chief Executive Officer