Hadron Energy (NASDAQ: HDRN) closes GigCapital7 merger with tight insider control

Rhea-AI Filing Summary

Hadron Energy, Inc. completed its business combination with GigCapital7, transitioning from a SPAC shell to an operating micro‑reactor company now trading on Nasdaq as HDRN and HDRNW. Approximately 84% of GigCapital7 public shares, or 16,834,491 shares, were redeemed for $10.71267171 per share, leaving about $33.9 million in trust cash at closing.

After the deal, Hadron Energy had 71,498,842 common shares outstanding, with directors, officers and affiliates holding 58,075,308 shares, or about 77.2%, giving insiders tight control. The company also adopted a 2026 equity incentive plan reserving 10,021,784 shares and put lock‑ups on certain insider and award shares.

Separate standalone financials show a pre‑revenue nuclear technology developer with a stockholders’ deficit of $43.7 million as of March 31, 2026, a SAFEs liability of $34.5 million and an accrued legal settlement of $11.7 million. A non‑cash gain on SAFEs and a reduction in the legal settlement drove Q1 2026 net income of $13.4 million, but management discloses substantial doubt about the company’s ability to continue as a going concern without additional financing.

Insights

Equity & SPAC Transactions Analyst

De-SPAC closes with high redemptions and a stressed balance sheet.

Hadron Energy has completed its merger with GigCapital7, emerging as a publicly traded micro‑reactor developer. Roughly 84% of public shares were redeemed, leaving about $33.9 million in trust cash plus a $5.9 million forward stock purchase agreement.

Post‑closing, there are 71,498,842 common shares outstanding, with insiders and affiliates holding 58,075,308 shares, or about 77.2%. This concentration supports alignment but limits public float. A 2026 equity plan reserves 10,021,784 shares and features an automatic 5% annual “evergreen” increase through 2037, implying ongoing equity issuance.

Standalone Q1 2026 results show net income of $13.4 million, driven by non‑cash fair‑value gains on SAFEs and a reduced legal settlement, not operations. The company reports a stockholders’ deficit of $43.7 million, a SAFEs liability of $34.5 million, and explicit substantial doubt about going concern, so future funding actions and their terms will be critical factors disclosed in subsequent filings.

8-K Event Classification

10 items: 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.06, 8.01, 9.01

10 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 5.06 Change in Shell Company Status Governance

The company changed its shell company status, often through a reverse merger or acquisition of operating assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

SPAC redemptions: 16,834,491 shares at $10.71267171 Trust cash remaining: $33.9 million Shares outstanding post-merger: 71,498,842 shares +5 more

8 metrics

SPAC redemptions 16,834,491 shares at $10.71267171 Public GigCapital7 shares redeemed before closing, ~84% of IPO shares

Trust cash remaining $33.9 million GigCapital7 trust balance immediately prior to closing after redemptions

Shares outstanding post-merger 71,498,842 shares Hadron Energy common stock outstanding immediately after business combination

Insider ownership 58,075,308 shares (77.2%) Officers, directors and affiliates’ beneficial ownership at closing

SAFEs liability $34,524,160 Fair value of Simple Agreements for Future Equity as of March 31, 2026

Accrued legal settlement $11,655,362 Estimated settlement liability with former employee as of March 31, 2026

Stockholders’ deficit $43,698,200 Total stockholders’ deficit as of March 31, 2026

Q1 2026 net income $13,367,096 Three months ended March 31, 2026, driven by fair-value gains

Key Terms

Business Combination Agreement, reverse recapitalization, Simple Agreements for Future Equity, going concern, +2 more

6 terms

Business Combination Agreement financial

"pursuant to that certain Business Combination Agreement, dated as of September 27, 2025"

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.

reverse recapitalization financial

"the Business Combination was consummated and is accounted for as a reverse capitalization"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

Simple Agreements for Future Equity financial

"The fair value of the Company’s SAFEs liability and legal settlement were determined"

going concern financial

"Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

operating lease right-of-use assets financial

"Operating lease right-of-use assets, net were $60,611 and $81,607 as of March 31, 2026 and December 31, 2025"

An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.

equity incentive plan financial

"the Hadron Energy, Inc. 2026 Incentive Plan and reserved 10,021,784 shares of common stock for issuance thereunder"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER

THE SECURITIES ACT OF 1933

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 22, 2026

Hadron Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42262		98-1790710
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

3 Twin Dolphin Drive, Ste 260

Redwood City, CA 94065

(Address of principal executive offices, including zip code)

(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 Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		HDRN		The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		HDRNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously announced on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2026 (the “May 28 Current Report”), Hadron Energy, Inc. (f/k/a GigCapital7 Corp. (“GigCapital7”)) (the “Company” or “Combined Company” or “Hadron Energy”) consummated its business combination (the “Business Combination”) with Hadron Energy Operating Company Inc. (f/k/a Hadron Energy, Inc.) (“Hadron Energy Operating Company”) on May 22, 2026, pursuant to that certain Business Combination Agreement, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “Second Amendment”), by and among GigCapital7, MMR Merger Sub, Inc. and Hadron Energy Operating Company (the “Business Combination Agreement”). Certain terms used in this Current Report on Form 8-K have the same meaning as set forth in the final proxy statement/prospectus (the “Final Proxy Statement/Prospectus”) filed with the SEC on April 15, 2026 by GigCapital7, as supplemented by the Supplement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, on May 7, 2026, GigCapital7 held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”). At the Extraordinary Meeting, the GigCapital7 shareholders considered and adopted, among other matters, the Business Combination Agreement. As previously reported in the May 28 Current Report, on May 22, 2026, the parties to the Business Combination Agreement consummated the Business Combination (such consummation, the “Closing” and the date thereof, the “Closing Date”).

As also previously reported in the May 28 Current Report, prior to the Extraordinary Meeting, the holders of 16,834,491 shares of GigCapital7’s common stock that were sold in its initial public offering (“Public Shares”), out of 20,000,000 shares of common stock (or about 84% of the Public Shares), exercised their right to redeem those shares for cash at a price of $10.71267171 per share, for an aggregate of $180,342,375.50, which redemption occurred concurrent with the Closing, and the balance of 3,165,509 shares (or about 16% of the Public Shares) reflected cash that remained in the trust account upon the Closing. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above and the automatic separation of GigCapital7 units into Hadron Energy common stock (“Combined Company Common Stock”) and warrants for the purchase of shares of Combined Company Common Stock), there were (i) 71,498,842 shares of Hadron Energy’s issued and outstanding common stock, (ii) public warrants for the purchase of 20,000,000 shares of Combined Company Common Stock with an exercise price of $11.50 per share, (iii) private warrants for the purchase of 3,719,000 shares of Combined Company Common Stock with an exercise price of $11.50 per share, and (iv) warrants for the purchase of 5,000,000 shares of Combined Company Common Stock issued to former warrant holders of Hadron Energy Operating Company pursuant to the terms of the Business Combination Agreement, with an exercise price of $12.00 per share. Upon the Closing, GigCapital7’s units ceased trading, and Hadron Energy’s common stock began trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “HDRN” and the public warrants began trading on Nasdaq under the symbol “HDRNW.” As of the Closing Date, the directors and executive officers and their affiliated entities beneficially owned approximately 77.2% of Hadron Energy’s outstanding shares of common stock, and the former shareholders of GigCapital7 beneficially owned approximately 23% of Hadron Energy’s outstanding shares.

As noted above, the per share redemption price of $10.71267171 for holders of Public Shares electing redemption was paid out of GigCapital7’s trust account, which after taking into account the redemptions, had a balance immediately prior to the Closing of approximately $33.9 million.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as GigCapital7 was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. The information provided below relates to the Company following the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “might,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “seem,” “should,” “strive,” “target,” “will,” “would” and similar expressions, or their negative variations, and terminology that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements 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; 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 safety profile of the Company’s technology; and the Company’s expectations with respect to future performance. The risks and uncertainties include, but are not limited to:

• the financial and business performance of the Company, including financial projections and business metrics and any underlying assumptions thereunder;

• changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

• the Company’s product development timeline and expected start of production;

• the implementation, market acceptance and success of the Company’s business model;

• the Company’s ability to scale in a cost-effective manner;

• developments and projections relating to the Company’s competitors and industry;

• 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;

• the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

• expectations regarding the time during which the Company will be an emerging growth company under the JOBS Act;

• the Company’s future capital requirements and sources and uses of cash;

• the Company’s ability to obtain funding for its operations;

• the Company’s business, expansion plans and opportunities; and

• the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, those described in “Risk Factors” in this Current Report on Form 8-K and in the Final Proxy Statement/Prospectus, as supplemented by the Supplement. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. Except as may be required by law, the Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks that the Company describes in the reports it will file from time to time with the SEC after the date of this Current Report on Form 8-K.

In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based on information available to the Company as of the date of this Current Report on Form 8-K. And while the Company believes that information provides a reasonable basis for these statements, that information may be limited or incomplete. The Company’s statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although the Company believes the expectations reflected in the forward-looking statements were reasonable at the time made, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this Current Report on Form 8-K and any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting on the Company’s behalf. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Business

The business of the Company is described in the Final Proxy Statement/Prospectus in the sections titled “Information About GigCapital7” and “Information About Hadron Energy” and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Final Proxy Statement/Prospectus in the section titled “Risk Factors” and are incorporated herein by reference.

Financial Information

The financial information of the Company and related discussion and analysis by the management of the Company is contained in the Final Proxy Statement/Prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hadron Energy” and is incorporated herein by reference. Hadron Energy Operating Company Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company upon the Closing of the Business Combination by:

• each person known by the Company to be the beneficial owner of more than 5% of the shares of Combined Company Common Stock upon the Closing of the Business Combination;

• each of the Company’s officers and directors; and

• all officers and directors of the Company, as a group upon the Closing of the Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock of the Company beneficially owned by them.

Name and Address of Beneficial Owner(1)		Number of Shares(2)				% of Class
Dr. Avi S. Katz (3)			13,738,746				18.3	%
Samuel Gibson (4)			43,624,075				61.0	%
Gibson Family Holdings LLC			20,249,584				28.3	%
SG 2026 Irrevocable Exempt Trust			427,491				*	%
Rahul Shukla			—				—
Ken Canavan			—				—
Ross T. Ridenoure			499,990				*	%
Dr. Andrew M. Ward			124,997				*	%
Dr. Raluca Dinu (5)			13,738,746				18.3	%
GigAcquisitions7 Corp. (6)			13,651,246				18.1	%
Raanan I. Horowitz			—				—
Ambassador Adrian Zuckerman			—				—
Ralph L. Hunter			—				—
Robert J. Lewis			—				—
Bryan L. Timm			—				—
All directors and officers as a group (12 individuals)			58,075,308				77.2	%

* Represents less than 1%.

(1) Unless otherwise indicated, the business address of each of the individuals is 3 Twin Dolphin Drive, Ste 260, Redwood City, CA 94065.

(2) Based on 71,498,842 shares of Combined Company Common Stock outstanding as of May 22, 2026.

(3) Represents (i) 87,500 shares of Combined Company Common Stock held by Dr. Avi S. Katz, (ii) 9,932,246 shares of Combined Company Common Stock held by GigAcquisitions7 Corp. (the “Sponsor”) and (iii) private warrants for the purchase of 3,719,000 shares of Combined Company Common Stock held by the Sponsor. Such shares and warrants held by the Sponsor are jointly beneficially owned by Dr. Katz and Dr. Raluca Dinu, each of whom are directors of the Company, who both have the voting and dispositive power over the shares held by the Sponsor.

(4) Represents (i) 22,947,000 shares of Combined Company Common Stock held directly by Mr. Gibson, (ii) 20,249,584 shares of Combined Company Common Stock held by Gibson Family Holdings LLC, and (iii) 427,491 shares of Combined Company Common Stock held by SG 2026 Irrevocable Exempt Trust. Mr. Gibson has voting and dispositive power over the shares held by Gibson Family Holdings LLC and SG 2026 Irrevocable Exempt Trust.

(5) Represents (i) 87,500 shares of Combined Company Common Stock held by Dr. Dinu, (ii) 9,932,246 shares of Combined Company Common Stock held by the Sponsor and (iii) private warrants for the purchase of 3,719,000 shares of Combined Company Common Stock held by the Sponsor. Such shares and warrants held by the Sponsor are jointly beneficially owned by Dr. Katz and Dr. Raluca Dinu, each of whom are directors of the Company, who both have the voting and dispositive power over the shares held by the Sponsor.

(6) Represents (i) 9,932,246 shares of Combined Company Common Stock held by GigAcquisitions7 Corp. (the “Sponsor”) and (ii) private warrants for the purchase of 3,719,000 shares of Combined Company Common Stock held by the Sponsor. Such shares and warrants held by the Sponsor are jointly beneficially owned by Dr. Katz and Dr. Dinu, each of whom are directors of the Company, who both have the voting and dispositive power over the shares held by the Sponsor.

Directors and Executive Officers

The Company’s directors and executive officers after the Closing are described in the Final Proxy Statement/Prospectus in the section titled “Management of Domesticated GigCapital7 Following the Business Combination” and is incorporated herein by reference.

Executive Compensation

The executive compensation of the Company’s executive officers and directors is described in the Final Proxy Statement/Prospectus in the section titled “Executive and Director Compensation of Hadron Energy” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The certain relationships and related party transactions of the Company are described in the Final Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” and are incorporated herein by reference. Director independence is described in the Final Proxy Statement/Prospectus in the section titled “Management of Domesticated GigCapital7 Following the Business Combination—Director Independence” and that information is incorporated herein by reference.

Legal Proceedings

The Company is not subject to any legal proceedings.

Properties

The description of the Company’s properties is contained in the Final Proxy Statement/Prospectus in the section titled “Information About Hadron Energy—Facilities” and is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The Company’s common stock and warrants began trading on the Nasdaq under the symbols “HDRN” and “HDRNW” on May 26, 2026, subject to ongoing review of the Company’s satisfaction of all listing criteria post-Business Combination. The Company has not paid any cash dividends on shares of its common stock to date and does not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Company’s board of directors. It is the present intention of the Company’s board of directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Company’s board does not anticipate declaring any dividends in the foreseeable future.

Information regarding GigCapital7’s common stock, units and warrants and related stockholder matters are described in the Final Proxy Statement/Prospectus in the section titled “Market Price and Dividends of Securities” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of the Current Report on Form 8-K filed with the SEC on January 30, 2026 concerning the sale and issuance of a convertible note in the principal amount of $148,000, and the disclosure set forth under Item 3.02 of the Current Report on Form 8-K filed with the SEC on April 16, 2026 concerning the issuance of the amended and restated convertible note in the principal amount of $293,000 (which amended, restated, superseded and replaced the prior convertible note), each of which is incorporated herein by reference. The amended and restated convertible note was repaid in full at the Closing in accordance with its terms.

Description of Registrant’s Securities

The description of the Company’s securities is contained in the Final Proxy Statement/Prospectus in the section titled “Description of Domesticated GigCapital7’s Securities” and is incorporated herein by reference.

Indemnification of Directors and Officers

Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K concerning indemnification agreements entered into with each of the Company’s directors and executive officers.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of Hadron Energy Operating Company and the Company.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the financial information of Hadron Energy Operating Company and the Company.

Item 3.03. Material Modification to Rights of Security Holders

Amended and Restated Certificate of Incorporation

Immediately prior to the Closing of the Business Combination, GigCapital7’s amended and restated certificate of incorporation (the “Charter”), was further amended and restated in its entirety (as so amended and restated, the “Amended and Restated Certificate of Incorporation”) to, among other things:

(a) change the post-combination company’s name to Hadron Energy, Inc.;

(b) classify and divide the Board into three classes, each with terms expiring at different times;

(c) delete all provisions relating to Domesticated GigCapital7 as a special purpose acquisition company, the Business Combination and the redemption rights of the Public Shares in connection with the Closing of the Business Combination (including the prior provisions of Article IV, Section 4.8 (Business Combination) and references thereto);

(d) increase the authorized share capital of the Company to 625,000,000 total shares, consisting of (i) 615,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (eliminating the Class B common stock previously authorized under the interim certificate of incorporation);

(e) amend certain terms in Article IX (Corporate Opportunities) with respect to certain non-employee directors of the combined company pursuing outside business activities and corporate opportunities; and

(f) amend the exclusive forum provision (Article XI) to provide that (i) the Court of Chancery of the State of Delaware (or, if it lacks jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the sole and exclusive forum for certain internal corporate claims, and (ii) the U.S. federal district courts shall be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, while specifying that such provision does not apply to claims under the Securities Exchange Act of 1934, as amended;

In addition, the Amended and Restated Certificate of Incorporation provides that any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, and that special meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer of the Company, or the Board of Directors pursuant to a resolution adopted by a majority of the Board. As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, the GigCapital7 shareholders approved this amendment and restatement of the Charter at the Extraordinary Meeting. A more complete summary of the key changes effected by the Amended and Restated Certificate of Incorporation is set forth in the Final Proxy Statement/Prospectus in the section titled “The Organizational Documents Proposals” and is incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.1 hereto and incorporated herein by reference.

Amended and Restated Bylaws

In connection with the Closing of the Business Combination, GigCapital7’s bylaws were amended and restated (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws, among other things, (i) establish advance notice procedures for stockholder proposals and director nominations to be brought before meetings of stockholders, (ii) restrict the transfer of shares of Combined Company Common Stock issued as consideration pursuant to the Merger, and shares issued to directors, officers and employees upon the settlement or exercise of equity awards, subject to certain customary transfer exceptions, from the Closing until the earliest of (a) six months following the Closing Date, (b) subsequent to Closing, the date on which the closing price of Combined Company Common Stock equals or exceeds $11.50 per share for any 20 Trading Days within any 30 consecutive Trading Day period commencing at least 90 days after the Closing Date, or (c) subsequent to the Closing, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their securities for cash, securities or other property, and (iii) provide for certain other customary governance provisions for a post-business combination Delaware corporation. This summary is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is included as Exhibit 3.2 hereto and incorporated herein by reference.

Item 4.01. Change in Registrant’s Certifying Accountants.

Upon the Closing of the Business Combination, Hadron Energy Operating Company is considered the “accounting acquiror” of Hadron Energy, Inc. (f/k/a GigCapital7 Corp.), even though Hadron Energy, Inc. is the legal acquiror. BPM LLP (“BPM”), which prior to the Closing, was the independent registered public accounting firm of GigCapital7 Corp., and therefore has been and remains the independent registered public accounting firm of the legal acquiror Company, was engaged by the Board of Directors of Hadron Energy Operating Company and its audit committee to replace WithumSmith+Brown, PC (“Withum”) on April 24, 2026 with an intent for BPM to serve as the independent registered public accounting firm of the accounting acquiror upon the Closing. The Boards of Directors of Hadron Energy Operating Company and Hadron Energy, Inc., and the audit committee of the Board of Directors of Hadron Energy, Inc. did not take any action with respect to the status of Withum as the audit committee of the Board of Directors of Hadron Energy, Inc. had previously named BPM as the independent registered public accounting firm of Hadron Energy, Inc.

The reports of Withum on Hadron Energy Operating Company’s financial statements for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) to December 31, 2024 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal year ended December 31, 2025 and for the period from July 8, 2024 (inception) to December 31, 2024, and the subsequent interim period through April 24, 2026, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

The Company has provided Withum with a copy of the above disclosures, and Withum has furnished the Company with a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Withum’s letter, dated May 29, 2026, is attached as Exhibit 16.1 to this Form 8-K.

During the two most recent fiscal periods, consisting of the fiscal year ended December 31, 2025 and the period from July 8, 2024 (inception) to December 31, 2024, and the subsequent interim period through April 23, 2026, neither Hadron Energy Operating Company nor anyone on its behalf consulted BPM LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Hadron Energy Operating Company’s financial statements, and neither a written report nor oral advice was provided to Hadron Energy Operating Company that BPM LLP concluded was an important factor considered by Hadron Energy Operating Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the section titled “Proposal No. 1— The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

Immediately after giving effect to the Business Combination, there were approximately 71,498,842 shares of common stock of the Company outstanding. As of such time, the Company’s officers and directors and their affiliated entities held 58,075,308 of the Company’s outstanding shares of common stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors and Officers

The following persons are serving as executive officers and directors of the Company upon the Closing, with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026, and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026. For biographical and current compensatory information concerning the executive officers and directors, see the disclosure in the Final Proxy Statement/Prospectus in the sections titled “Management of the Domesticated GigCapital7 Following the Business Combination” which is incorporated herein by reference.

Name		Age				Position
Dr. Avi Katz			68			Independent Director and Executive Chairman
Samuel Gibson			25			Founder, Chief Executive Officer and Director
Rahul Shukla			43			Chief Financial Officer
Ken Canavan			61			Chief Operating Officer
Ross T. Ridenoure			71			Chief Nuclear Officer
Dr. Andrew M. Ward			44			Chief Technology Officer
Dr. Raluca Dinu			52			Independent Director
Raanan I. Horowitz			65			Independent Director
Ambassador Adrian Zuckerman			69			Independent Director
Ralph L. Hunter			61			Independent Director
Robert J. Lewis			58			Independent Director
Bryan L. Timm			62			Independent Director

Effective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.

Indemnification Agreements for Company Directors and Officers

In connection with the closing of the Business Combination, the Company entered into indemnification agreements with each of its directors and officers (the “Indemnification Agreements”). The Indemnification Agreements provide the directors and executive officers with contractual rights to indemnification and expense advancement. The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the text of the form of Indemnification Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K.

2026 Equity Incentive Plan

As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, at the Extraordinary Meeting, the GigCapital7 stockholders considered and approved the Hadron Energy, Inc. 2026 Incentive Plan (the “Incentive Plan”) and reserved 10,021,784 shares of common stock for issuance thereunder. The Incentive Plan with the reserved number of shares, which as approved by the GigCapital7 stockholders was to have an amount reserved equal to 10% of the fully-diluted number of shares of Hadron Energy as of the Closing of the Business Combination, was approved by the Board of GigCapital7 on May 7, 2026 once that number was determined. The Incentive Plan

became effective immediately upon the Closing of the Business Combination. The number of shares of common stock reserved for issuance under the Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2027 and continuing through January 1, 2037, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors.

A more complete summary of the terms of the Incentive Plan is set forth in the Final Proxy Statement/Prospectus in the section titled “Proposal No. 6—The Incentive Plan Proposal”. That summary and the foregoing description of the Incentive Plan are qualified in their entirety by reference to the text of the Incentive Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

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

The information set forth in Item 3.03 to this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the section titled “Proposal No. 1— The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K.

Item 8.01. Other Events

As a result of the Business Combination and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hadron Energy is a successor issuer to GigCapital7. Hadron Energy hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a)-(b) Financial Statements.

The audited consolidated balance sheets of GigCapital7 Corp., as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, shareholders’ equity (deficit), and cash flows for the year ended December 31, 2025 and for the period from May 8, 2024 (Date of Inception) through December 31, 2024, and the related notes thereto and report of independent registered public accounting firm, included in the Final Proxy Statement/Prospectus in the section titled “INDEX TO FINANCIAL STATEMENTS— GigCapital7 Corp. Financial Statements” are incorporated herein by reference.

The unaudited condensed consolidated balance sheet of GigCapital7 Corp., as of March 31, 2026, and the related condensed consolidated statements of operations and comprehensive income, shareholders’ equity (deficit), and cash flows for the three months ended March 31, 2026, and the related notes thereto, included in the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026 are incorporated herein by reference.

The audited balance sheets of Hadron Energy Operating Company, Inc. as of December 31, 2025 and 2024, the related statements of operations, and comprehensive loss, stockholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) to December 31, 2024, and the related notes thereto and report of independent registered public accounting firm, included in the Final Proxy Statement/Prospectus in the section titled “INDEX TO FINANCIAL STATEMENTS— Hadron Energy Inc. Financial Statements” are incorporated herein by reference.

The unaudited condensed balance sheet of Hadron Energy Operating Company, Inc., as of March 31, 2026, and the related condensed statements of operations and comprehensive income (loss), stockholders’ deficit and cash flows for the three months ended March 31, 2026, and the related notes thereto, are filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by this reference. Also included as Exhibit 99.2 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hadron Energy as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025.

The unaudited pro forma condensed combined financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 are filed with this Current Report on Form 8-K as Exhibit 99.3 and incorporated herein by this reference.

(d) Exhibits.

Exhibit		Description
2.1†		Business Combination Agreement, dated as of September 27, 2025, by and among GigCapital7 Corp., MMR Merger Sub, Inc. and Hadron Energy, Inc. (included as Annex A to the Final Proxy Statement/Prospectus filed under Rule 424(b)(3) on April 15, 2026)
3.1		Amended and Restated Certificate of Incorporation of Hadron Energy, Inc.
3.2		Amended and Restated Bylaws of Hadron Energy, Inc.
10.1#		Form of Indemnification Agreement
10.2#		2026 Equity Incentive Plan
16.1		Letter from Withum to the SEC, dated May 29, 2026.
99.1		Unaudited Financial Statements of Hadron Energy Operating Company, Inc. as of and for the three months ended March 31, 2026
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hadron Energy as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025
99.3		Unaudited Pro Forma Condensed Combined Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Indicates a management contract or compensatory plan, contract or arrangement.

† Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Hadron Energy, Inc.
Dated: May 29, 2026
				By:		/s/ Samuel Gibson
						Chief Executive Officer

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

HADRON ENERGY, INC. FINANCIAL STATEMENTS

Unaudited Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025			F-2
Unaudited Condensed Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025			F-3
Unaudited Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2026 and 2025			F-4
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025			F-5
Notes to the Unaudited Financial Statements			F-6

1

HADRON ENERGY, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

		March 31, 2026				December 31, 2025
Assets
Current assets:
Cash		$	2,129,451			$	1,757,241
Prepaid expenses and other current assets			81,134				333,403
Total current assets			2,210,585				2,090,644
Property and equipment, net			35,419				37,364
Operating lease right-of-use assets, net			60,611				81,607
Other assets			—				6,006
Deferred transaction costs			2,290,926				1,874,924
Total assets		$	4,597,541			$	4,090,545
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	1,832,384			$	97,937
Accrued expenses			11,908,228				17,383,394
Operating lease liabilities, current portion			20,946				37,731
Total current liabilities			13,761,558				17,519,062
Operating lease liabilities			10,023				12,499
Simple Agreements for Future Equity			34,524,160				46,358,393
Total liabilities			48,295,741				63,889,954
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Common stock: $0.0001 par value; 2,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 924,167 and 921,354 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			255				255
Additional paid-in capital			15,302,584				12,568,471
Accumulated deficit			(59,001,039	)			(72,368,135	)
Total stockholders’ deficit			(43,698,200	)			(59,799,409	)
Total liabilities and stockholders’ deficit		$	4,597,541			$	4,090,545

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

HADRON ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

		Three months ended March 31,
		2026				2025
Operating expenses
General and administrative, including related parties of $1,946 and $22,749, respectively (Note 9)		$	1,562,910			$	148,877
Research and development, including related parties of $0 and $3,400, respectively (Note 9)			442,807				6,322
Stock-based compensation			2,734,113				9,013
Depreciation			1,945				178
Change in fair value of legal settlement liability			(4,689,638	)			—
Total operating expenses			52,137				164,390
Loss from operations			(52,137	)			(164,390	)
Other income (loss)
Change in fair value of Simple Agreements for Future Equity			13,419,233				(55,961	)
Total other income (loss)			13,419,233				(55,961	)
Income (loss) before provision for income taxes			13,367,096				(220,351	)
Provision for income taxes			—				—
Net income (loss) and comprehensive income (loss)		$	13,367,096			$	(220,351	)
Undistributed earnings allocated to participating securities			(257,544	)			—
Net income (loss) attributable to common shareholders		$	13,109,552			$	(220,351	)
Net income (loss) per share:
Net income (loss) per share - Basic		$	14.23			$	(0.24	)
Weighted average shares outstanding - Basic			921,519				900,213
Net loss per share - Diluted		$	(0.30	)		$	(0.24	)
Weighted average shares outstanding - Diluted			985,863				900,213

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

HADRON ENERGY, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

Three months Ended March 31, 2026

										Additional								Total
		Common Stock								Paid-In				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balances as of December 31, 2025			921,354			$	255			$	12,568,471			$	(72,368,135	)		$	(59,799,409	)
Net income			—				—				—				13,367,096				13,367,096
Stock-based compensation			—				—				2,734,113				—				2,734,113
Vesting of restricted shares			2,813				—				—				—				—
Balances as of March 31, 2026			924,167			$	255			$	15,302,584			$	(59,001,039	)		$	(43,698,200	)

Three months Ended March 31, 2025

										Additional								Total
		Common Stock								Paid-In				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balances as of December 31, 2024			900,104			$	250			$	2,755			$	(593,556	)		$	(590,551	)
Net loss			—				—				—				(220,351	)			(220,351	)
Stock based compensation			—				—				9,013				—				9,013
Vesting of restricted shares			313				1				(1	)			—				—
Balances as of March 31, 2025			900,417			$	251			$	11,767			$	(813,907	)		$	(801,889	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

HADRON ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months Ended March 31,
		2026				2025
Cash flows from operating activities
Net income (loss)		$	13,367,096			$	(220,351	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation			1,945				178
Change in fair value of legal settlement liability			(4,689,638	)			—
Noncash operating lease expense			20,996				3,350
Change in fair value of Simple Agreements for Future Equity			(13,419,233	)			55,961
Stock-based compensation			2,734,113				9,013
Changes in operating assets and liabilities:
Prepaid expenses			252,269				(18,023	)
Due from stockholder			—				(19,305	)
Operating lease right-of-use assets and liabilities			(19,261	)			(42,935	)
Other assets			6,006				—
Accounts payable			1,318,445				—
Accrued expenses			(785,528	)			21,501
Net cash used in operating activities			(1,212,790	)			(210,611	)
Cash flows from financing activities
Proceeds from issuance of Simple Agreements for Future Equity			1,585,000				307,000
Net cash provided by financing activities			1,585,000				307,000
Net increase in cash			372,210				96,389
Cash - beginning of period			1,757,241				17,276
Cash - end of period		$	2,129,451			$	113,665
Supplemental schedule of non-cash transactions
Right-of-use assets obtained in exchange for lease liabilities		$	—			$	68,914
Deferred transaction costs included in accounts payable		$	416,002			$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Hadron Energy, Inc. (“the Company”) was formed on July 8, 2024 as Hadron Energy LLC, a California limited liability company (“the LLC”). On October 30, 2024, the sole member of the LLC converted its entire interest in the LLC into the Company as a Delaware Corporation, in exchange for 900,000 shares of common stock of the Company. The Company is developing a maximally standardized, factory-fabricated 10 megawatt pressurized light-water micro modular reactor based on Generation III+ technology. Designed for deployment at most U.S. sites with minimal site-specific requirements, each reactor is customized to meet the power demands of data centers, industrial sites, and remote applications.

Liquidity and Going Concern

The Company’s condensed financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of March 31, 2026, the Company had cash of $2,129,451 and accumulated deficit of $59,001,039; and for the three months ended March 31, 2026, a loss from operations of $52,137 and negative cash flows from operations of $1,212,790. The Company’s ability to continue as a going concern depends on its ability to obtain financial support through debt and equity transactions to fund the needs of the business, and ultimately to generate profitable operations. These condensed financial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue as a going concern. Since inception, except for the three months ended March 31, 2026, the Company has incurred and expects to continue to incur net losses and negative operating cash flows. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other businesses. The Company’s continued existence is dependent upon its ability to obtain additional sources of funding to support, through debt and equity transactions, its ongoing operations. There is no assurance that the Company will be able to secure funding under favorable terms. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

On September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (“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 the Company. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (such transactions, together with the Merger, the “Business Combination”). On December 12, 2025, the parties entered into a first amendment to the Business Combination Agreement (the “First Amendment”), pursuant to which the parties expanded the size of the post-Closing Board of Directors to eight (8) members. On April 16, 2026, the parties entered into a second amendment to the Business Combination Agreement (the “Second Amendment”), pursuant to which the parties amend the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. On May 7, 2026, the Company and the shareholders of GigCapital7 approved the business combination contemplated by the Business Combination Agreement, and as amended. On May 22, 2026, the Business Combination was consummated and is accounted for as a reverse capitalization.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative GAAP.

In management’s opinion, the unaudited interim condensed financial statements have been prepared on the same basis as the fiscal year 2025 audited financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026, and its results of operations and cash flows for the three months ended March 31, 2026. The results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the year or any other periods. The condensed balance sheet as of December 31, 2025 has been derived from the Company’s audited financial statements.

6

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Use of Accounting Estimates

The preparation of interim condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to Simple Agreements for Future Equity agreements (“SAFEs”), stock-based compensation, valuation of the Company’s common stock, and loss contingencies including estimated legal settlement, are reasonable based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the interim condensed financial statements, as well as amounts reported on the condensed statements of operations and comprehensive income (loss) during the periods presented. These estimates and assumptions may change as new events occur, and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Property and Equipment, Net

All additions are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture is depreciated over useful lives of three to seven years, and computer equipment is depreciated over three years.

Deferred Transaction Costs

The Company capitalizes deferred transaction costs, which primarily consist of incremental legal fees, accounting fees and other fees directly attributable to the anticipated Business Combination which will be accounted for as a reverse recapitalization. Reverse recapitalization transactions are viewed as the issuance of equity by the accounting acquirer for the cash of the Special Purpose Acquisition Company (“SPAC”). Accordingly, the direct and incremental transaction costs related to the de-SPAC transaction are treated as reduction of the SPAC’s cash proceeds and deducted from additional paid-in capital. The deferred transaction costs will be reclassified to additional paid-in capital upon closing. As of March 31, 2026 and December 31, 2025, deferred transaction costs of $2,290,926 and $1,874,924, respectively, were capitalized in connection with the Business Combination on the balance sheet.

Fair Value of Financial Instruments

The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:

• Level 1 – Quoted prices in active markets for identical instruments.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and other current assets, other assets, deferred transaction costs, accounts payable, and accrued expenses approximate their fair value due to their short maturities. The fair value of the Company’s SAFEs liability and legal settlement were determined using level 3 fair value determination methods. Refer to Note 5 for additional details.

7

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Leases

The Company has lease arrangements for its corporate offices and a Company vehicle. In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the balance sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company uses its estimated incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance leases as of March 31, 2026 and December 31, 2025.

Simple Agreements for Future Equity

The Company accounts for its SAFEs as a liability stated at fair value in accordance with ASC Topic 480: Distinguishing Liabilities from Equity. SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the statements of operations and comprehensive income (loss). There was no event that triggered the SAFEs to convert into equity securities during the three months ended March 31, 2026 and 2025. Refer to Note 5 for additional details.

General and Administrative

General and administrative (“G&A”) expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs.

Research and Development

Research and development (“R&D”) expenses represents costs incurred for technology development and regulatory support for the development of the factory light-water micro modular reactor. The R&D expenses consist of: employee-related expenses, including salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. All research and development costs related to product development are expensed as incurred.

Stock-Based Compensation

Stock-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. The Company recognizes stock-based compensation expense for awards ratably over the requisite service period. For awards subject to time-based vesting conditions, the service period is generally the vesting period.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses.

8

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements.

The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the accompanying statements of operations and comprehensive income (loss). The prior year tax returns remain subject to examination by taxing jurisdictions. At March 31, 2026 and 2025, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Net Income (Loss) Per Share

The Company’s basic net income (loss) per share of common stock is computed based upon the weighted average number of shares of common stock outstanding for the period. Diluted loss per share includes the effect, if any, from potential conversion of securities, such as the issuance of shares of common stock from SAFE notes. Participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) are included in the computation of net income (loss) per share, pursuant to the two-class method. The Company’s participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. For any period in which the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share, since the effects of potentially dilutive securities are antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) per common share:

		March 31,				March 31,
		2026				2025
Numerator:
Net income (loss)		$	13,367,096			$	(220,351	)
Undistributed earnings allocated to participating securities			(257,544	)			—
Net income (loss) - basic		$	13,109,552			$	(220,351	)
Net income (loss)		$	13,367,096			$	(220,351	)
Change in fair value of Simple Agreements for Future Equity			(13,419,233	)			—
Undistributed earnings allocated to participating securities			(241,038	)			—
Net loss - diluted		$	(293,175	)		$	(220,351	)
Denominator:
Denominator for basic net income (loss) per share – common shares outstanding			921,519				900,213
Effect of dilutive securities:
Expected shares from SAFEs			64,344				—
Denominator for diluted net loss per share – common shares outstanding			985,863				900,213
Net income (loss) per share – basic		$	14.23			$	(0.24	)
Net loss per share - diluted		$	(0.30	)		$	(0.24	)

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive (in common stock equivalent shares):

9

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

		March 31, 2026				March 31, 2025
Unvested shares of restricted stock purchase agreements			31,833				2,083
Expected shares from SAFE notes			—				22,358
Total potentially dilutive securities			31,833				24,441

Segment Information

The Company has determined that its Chief Executive Officer (“CEO”), is its chief operating decision maker (“CODM”). The CODM reviews financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall Company level. The Company views its operations and manages its business as a single reportable segment with a single operating segment. During the three months ended March 31, 2026 and 2025, the CODM made decisions on resource allocation, assessed performance of the business and monitored actual results using net loss, which is provided in the accompanying statements of operations and comprehensive income (loss). When evaluating how to allocate resources, the CODM primarily focuses on contract labor and legal fees which are the significant expenses within the results of operations. Contract labor costs and legal fees were $35,216 and $145,589, respectively, for the three months ended March 31, 2026 and contract labor costs and legal fees were $42,706 and $26,759, respectively, for the three months ended March 31, 2025, which are included in general and administrative expenses in the accompanying condensed statements of operations and comprehensive income (loss).

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by the FASB.

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The Company is evaluating the effect that ASU 2023-06 will have on its financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2025-01 clarifies the effective date for ASU 2024-03 (Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures), ensuring public business entities adopt it initially in annual reporting periods (not interim) for non-calendar year-end entities. ASU 2024-03 requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. The effective dates of ASU 2025-01 align with ASU 2024-03: annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In May 2025, the FASB issued ASU No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 202504 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration

10

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

constraint in ASC Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting conditions and ensuring alignment with ASC Topic 606 and ASC Topic 718: Compensation—Stock Compensation. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. ASU 2025-10 establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. The ASU is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270). ASU 2025-11 clarifies the interim disclosure requirements, the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. ASU 2025-12 represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

The Company believes, based on its preliminary assessment, that any other recently issued, but not yet adopted, accounting pronouncements will not have a material impact on the Company’s financial statements or related disclosures, or do not apply to the Company.

3. ACCRUED EXPENSES

Accrued expenses was as follows at March 31, 2026 and December 31, 2025:

		March 31, 2026				December 31, 2025
Legal fees		$	50,000			$	957,751
Credit card obligations			443				2,657
Accrued compensation			202,387				77,950
Other			36				36
Accrued legal settlement			11,655,362				16,345,000
Total accrued expenses		$	11,908,228			$	17,383,394

11

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

4. PROPERTY AND EQUIPMENT, NET

Property and equipment was as follows at March 31, 2026 and December 31, 2025:

		March 31, 2026				December 31, 2025
Furniture		$	15,857			$	15,857
Computer equipment			28,215				28,215
			44,072				44,072
Accumulated depreciation			(8,653	)			(6,708	)
Total property and equipment, net		$	35,419			$	37,364

Depreciation expense for the three months ended March 31, 2026 and 2025 was $1,945 and $178, respectively.

5. SIMPLE AGREEMENTS FOR FUTURE EQUITY (SAFEs)

During the three months ended March 31, 2026 and 2025, the Company issued instruments referred to as SAFEs as its primary source of funding. Pursuant the terms of the SAFEs, upon a qualified future equity financing involving preferred shares, the SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock (“Standard Preferred Stock”) equal to the purchase price divided by the lowest price per share of the Standard Preferred Stock, or (ii) the number of shares of SAFE preferred stock (“SAFE Preferred Stock”) divided by a discounted price to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap) (“Cap Price”).

Upon the occurrence of a change of control, a direct listing or an initial public offering (described as a “liquidity event”) (other than a qualified financing), the investors have the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE agreement. If a dissolution event occurs prior to the termination of the SAFEs, the investors would be entitled to receive a portion of the related proceeds equal to the purchase amount (or the amount received for the SAFE).

The Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480 Distinguishing Liabilities from Equity, as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date. The fair value of the Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement within the fair value hierarchy. The SAFEs are valued using the market approach for intangible asset method, which considers among other things, comparable transactions, relevant market multiples, asset characteristics, transaction type, market conditions and qualitative comparable normalization.

The fair value of the SAFEs issued during the period was determined based on the following significant unobservable inputs:

Financing scenario			10.0	%
Liquidity event scenario			90.0	%
Project term to projected financing date (in years)			0.42
Project term to projected liquidity event date (in years)			0.12
Discount rate			46.2	%
Risk-free rate (continuous)			3.7	%
Volatility			86.0% – 100.0	%

12

HADRON ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table presents a reconciliation of the liabilities, measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended March 31, 2026:

Balance at December 31, 2025		$	46,358,393
SAFEs issued during the period			1,585,000
Change in fair value during the period			(13,419,233	)
Balance at March 31, 2026		$	34,524,160

As of March 31, 2026 and December 31, 2025, the estimated fair value of the SAFEs was $34,524,160 and $46,358,393, respectively. The change in fair value during the three months ended March 31, 2026 reflected in the above table, is included in other income (loss) in the accompanying statements of operations and comprehensive income (loss).

6. LEASES

The Company has an operating lease for a vehicle entered into in February 2025 that expires in January 2028. Under the terms of the lease, base rent is $1,058 per month. There is no renewal options associated with the lease.

The Company has an operating lease for office space in Redwood City, California which was entered into in June 2025 and expires in June 2026. Under the terms of the lease, base rent is $6,006 per month. There is no renewal options associated with the lease.

Operating lease costs for the three months ended March 31, 2026 and 2025 were $22,926 and $4,473, respectively. Cash payments included in the measurement of operating lease liabilities for the three months ended March 31, 2026 were $21,191 and $44,058, respectively. The weighted average remaining lease term as of March 31, 2026 was 1.21 years. The weighted-average discount rate during the three months ended March 31, 2026 was 22.54%.

The Company utilizes the rate implicit in the lease or the estimated incremental borrowing rate at the commencement of the lease in determining the present value of future payments.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Operating lease costs are included in general and administrative expenses in the statements of operations and comprehensive income (loss).

Maturities of the operating lease liabilities are summarized as follows as of March 31, 2026:

		(in thousands)
2026 (remaining nine months)		$	21,533
2027			12,694
2028			1,552
Minimum lease payments			35,779
Less: imputed interest			(4,810	)
Present value of operating lease liabilities		$	30,969
Current portion		$	20,946
Noncurrent portion			10,023
Total operating lease liabilities		$	30,969

13

HADRON ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

7. STOCKHOLDERS’ DEFICIT

Common Stock

Pursuant to the certificate of incorporation dated October 30, 2024, the Company was authorized to issue 2,000,000 shares of common stock par value of $0.0001 per share. The holders of common stock have one vote for each share of common stock held of record by such holder as of the applicable record date. The Company’s founder contributed $250 upon the formation of Hadron Energy, LLC on July 8, 2024. On October 30, 2024, 900,000 shares of common stock were issued to the Company’s founder in exchange for his sole member interest in Hadron Energy, LLC.

Stock Based Compensation

On October 30, 2024, the Company adopted the Hadron Energy, Inc. 2024 Equity Incentive Plan (the “Plan”) whereby employees, officers, directors and consultants of the Company and its affiliates and others performing services to the Company may be given an opportunity to acquire up to 100,000 shares of common stock in the form of options and restricted stock purchase agreements (“RSPAs”). The exercise price, vesting and expiry date is determined for each grant by the Company’s Board of Directors.

On December 22, 2025, the Board of Directors approved an amendment to the Plan to increase the number of shares authorized for issuance under the Plan. The maximum aggregate number of shares of common stock that the Company may award under the Plan is 160,000. The term of the Plan is 10 years.

Restricted Stock Purchase Awards

The Company issued restricted shares of its common stock under RSPAs to grantees. The grantees were given the right to purchase the shares at a discounted purchase price, with restrictions lapsing over vesting periods ranging from zero to sixty months. For RSPAs with a discounted purchase price, the compensation to the employee is the difference between the fair market value of the Company’s stock and the discounted price paid in accordance with ASC 718, Compensation—Stock Compensation. This total compensation cost is then amortized to expense over the grantee’s vesting period. As no observable market price per share is available for the Company’s common stock, the Company uses a reasonable valuation method to estimate the current fair value per share of its common stock.

The following table summarizes the RSPAs activity during the year ended March 31, 2026:

		Number of Shares				Weighted Average Grant Date Fair Value per Share
Unvested as of December 31, 2025			21,146			$	460.61
Granted			33,500			$	702.63
Cancelled			(20,000	)		$	485.33
Vested			(2,813	)		$	627.75
Unvested as of March 31, 2026			31,833			$	685.02

14

HADRON ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2026, total unrecognized compensation cost related to RSPAs was $20,028,499, which is expected to be recognized over a weighted average period of 3.2 years. The weighted average grant date fair values per share of RSPAs granted during the period from January 1, 2026 to March 31, 2026 was $702.63 per share. The weighted average grant date fair values of RSPAs that vested during the period from January 1, 2026 to March 31, 2026 was $627.75 per share.

The Company recognized stock-based compensation of $2,734,113 for the three months ended March 31, 2026, of which $2,101,935 related to research and development and $632,178 related to general and administrative. The Company recognized stock-based compensation expense of $9,013 for the three months ended March 31, 2025, which related to research and development.

Stock Options

No stock options were granted during the three months ended March 31, 2026 and 2025.

8. INCOME TAXES

For the three months ended March 31, 2026 and 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate of 0% for each period. This reflects the US federal statutory rate of 21% on pre-tax loss offset by a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. Although the Company generated pretax income during the three months ended March 31, 2026, no income tax expense was recorded due to the existence of a full valuation allowance against the Company’s federal and state deferred tax assets.

ASC 740-10, Accounting for Uncertainty in Income Taxes, prescribes a comprehensive model for the recognition, measurement, presentation, and disclosure in the financial statements for any uncertain tax positions that have been taken or expected to be taken on a tax return. As of March 31, 2026 and December 31, 2025, the Company had no unrecognized tax benefits. The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of valuation allowance, would impact the effective tax rate on continuing operations.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) was signed into law, making permanent several provisions of the Tax Cuts and Jobs Act of 2017 and introducing additional reforms to U.S. tax law. Although enacted after the close of fiscal year 2024, certain provisions of the OBBB were retroactively effective or materially influenced tax planning and accounting estimates during the year. Management has evaluated the retroactive and prospective effects of the OBBB and concluded that the bill did not result in a material change to the Company’s effective tax rate for 2026 and 2025. However, the legislation is expected to influence future tax planning, entity structuring, and investment decisions.

All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards.

9. RELATED PARTY TRANSACTIONS

Reimbursement of costs

The Company has entered into SAFEs (Note 5) and RSPAs (Note 7) with certain individuals, who have also provided services to the Company. The Company incurred costs related to contract labor of $1,946 and $26,149 for the three months ended March 31, 2026 and 2025, respectively, to these individuals, which is included in general and administrative and research and development expenses in the accompanying statements of operations and comprehensive income (loss). Additionally, the Company paid $12,000 to a SAFE Note Holder for public relations services (monthly retainer) during the three months ended March 31, 2026, which is included in general and administrative expense in the accompanying condensed statement of operations and comprehensive income (loss).

10. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation relating to claims or assessments arising out of its operations in the normal course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued.

15

HADRON ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The Company is engaged in an ongoing legal matter with a former employee related to their departure in December 2025. The Company was expected to incur a settlement cost of $16,345,000 to resolve the dispute, which was deemed probable and estimable and was recognized within general and administrative expenses during the year ended December 31, 2025. The proposed settlement includes $100,000 of cash with the remaining amount to be settled in stock upon final resolution of the legal matter. As of March 31, 2026, the settlement cost to resolve the dispute was estimated to be $11,655,362, resulting in a change in fair value of legal settlement liability of $4,689,638, which was recorded in general and administrative expense in the statements of operations and comprehensive income (loss) for the three months ended March 31, 2026. As of March 31, 2026, the accrued legal settlement of $11,655,362 was recorded in accrued expenses.

Other than the above, management is not aware of any other legal proceedings or adverse outcome of which, in management’s opinion, individually or in the aggregate, could have a material adverse effect on the Company’s results of operations, financial position or cash flows.

11. SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred after March 31, 2026 through May 29, 2026, which is the date that the condensed financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure except as follows:

Subsequent to March 31, 2026, the Company received gross proceeds associated with SAFE equity financings aggregating approximately $1,710,000.

On April 16, 2026, GigCapital7, Merger Sub, and the Company entered into a second amendment to the 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.

On May 7, 2026, at the extraordinary general meeting, the Company and the shareholders of GigCapital7 approved the Business Combination contemplated by the Business Combination Agreement, and as amended, including the merger of Merger Sub with and into Hadron, with Hadron surviving the merger, and issuance of common stock of the Company to Hadron equity holders as merger consideration. On May 22, 2026, the Business Combination was consummated. Net proceeds to be received by the Company upon consummation of the Business Combination, after giving effect to 16,834,491 shares tendered for redemption, are approximately $33.9 million. Additionally, a forward stock purchase agreement was entered into for a purchase amount of $5.9 million paid at closing from the cash released from the GigCapital7 trust account.

Upon consummation of the Business Combination, all outstanding historical Hadron Energy equity interests, including common shares, SAFEs, and stock awards, were converted or exchanged into shares of, or rights to acquire shares of, Class A or Class B common stock in the combined company in accordance with the terms of the Business Combination Agreement and the applicable Exchange Ratio.

16

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OF HADRON ENERGY

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with, and is based on, our unaudited condensed financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, appearing elsewhere in this Current Report on Form 8-K. In addition to historical information, some of the information contained in this discussion and analysis or set forth elsewhere in this Current Report, including information with respect to our plans and strategy for our business, future financial performance, expense levels and liquidity sources, includes forward-looking statements that involve risks and uncertainties. You should read the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” elsewhere in this Current Report and in the Registration Statement on Form S-4 for a discussion of a variety of important factors that could cause actual results and the timing of events to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless the context otherwise requires, references in this section to “the Company”, “us”, “our” or “we” refer to Hadron Energy, Inc

Overview

We are a micro modular reactor company utilizing light water reactor technology to generate carbon-free electricity. The Company is a leading innovator in micro modular reactor technology using a versatile, small-scale, cost-effective and rapidly deployable microreactors to the growing electricity demand driven by data centers, artificial intelligence, and industrialization. The Company is developing a standardized, factory-fabricated, 10 megawatt electric pressurized light-water micro modular reactor based on Generation III+ technology. Designed for deployment at most U.S. sites with minimal site-specific requirements, each reactor is designed to meet the power demands of data centers, industrial sites, and remote applications. Scaled commercialization is planned for 2030.

On September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (“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 the Company. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (such transactions, together with the Merger, the “Business Combination”). On December 12, 2025, the parties entered into a first amendment to the Business Combination Agreement (the “First Amendment”), pursuant to which the parties expanded the size of the post-Closing Board of Directors to eight (8) members. On April 16, 2026, the parties entered into a second amendment to the Business Combination Agreement (the “Second Amendment”), pursuant to which the parties amend the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. On May 7, 2026, the Company and the shareholders of GigCapital7 approved the business combination contemplated by the Business Combination Agreement, and as amended. The business combination will be accounted for as a reverse recapitalization. The Company has continued to incur transaction-related professional services costs in connection with the contemplated Business Combination, certain of which have been deferred and are reflected on our condensed balance sheet as deferred transaction costs. On May 22, 2026, the Business Combination was consummated. Net proceeds to be received by the Company upon consummation of the Business Combination, after giving effect to 16,834,491 shares tendered for redemption, are approximately $33.9 million. Additionally, a forward stock purchase agreement was entered into for a purchase amount of $5.9 million paid at closing from the cash released from the GigCapital7 trust account.

Upon consummation of the Business Combination, all outstanding historical Hadron Energy equity interests, including common shares, SAFEs, and stock awards, were converted or exchanged into shares of, or rights to acquire shares of, Class A or Class B common stock in the combined company in accordance with the terms of the Business Combination Agreement and the applicable Exchange Ratio.

Key Factors Affecting Our Prospects and Future Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors” in our Registration Statement on Form S-4, as amended. We believe that the following factors are key to our success: commencing and expanding commercial launch operations, funding our operations, maintaining and protecting our intellectual property portfolio, obtaining regulatory approvals, and adding operational and financial personnel to support our development efforts and planned future commercialization.

Impact of Macroeconomic Conditions

Our business is subject to various trends, events or uncertainties that are reasonably likely to cause our reported financial information not to be necessarily indicative of future operating results or of future financial condition. The macroeconomic environment both in the United States and globally has the potential to impact our business and financial performance. More specifically, factors such as trade agreements, tariffs, interest rates, inflation, tax law, labor trends, supply chain disruptions, fiscal policy and recession risks could impact the cost to construct and operate our factory, and even impact the future profitability of our operations.

Supply chain vulnerabilities represent a critical area of macro-economic risk for our business. Global disruptions from geopolitical tensions, natural disasters, or public health crises, can severely impact the availability and cost of essential components for energy infrastructure. These disruptions can lead to extended lead times for specialized equipment, shortages of critical materials, and unexpected cost escalations that complicate project planning and execution. Our reliance on supply networks for turbine components, electrical systems, and construction materials creates exposure to these global supply chain risks.

Inflation remains a significant concern, particularly as it affects construction materials, specialized equipment, and labor costs throughout our project development cycle. These inflationary pressures can erode project margins and complicate long-term capital planning efforts. Economic growth and recession cycles directly correlate with energy demand across industrial, commercial, and residential sectors. During economic downturns, we will experience reduced consumption patterns, while periods of growth drive increased energy needs, affecting our revenue projections and expansion strategies.

Demand for energy in the United States is currently being driven by the explosive growth in the data center industry, particularly as artificial intelligence (AI) deployment, cloud computing adoption, digital transformation initiatives accelerate across sectors, and industrialization. Should power demand growth in the market slow, customer demand for our baseload low-carbon power could be negatively impacted.

Key Components of Our Results of Operations

General and administrative

General and administrative (“G&A”) expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs. We anticipate that our G&A expenses will increase in the future in connection with one-time costs of becoming a public company as well as ongoing costs of operating as a public company, including expanding headcount and increased fees for directors and outside advisors. We expect to incur significant costs to comply with corporate governance, internal controls, and similar requirements applicable to public companies. Additionally, we expect to incur increased costs associated with establishing sales, marketing and commercialization functions prior to any potential future regulatory approvals or commercialization of our technology.

Research and development

Research and development (“R&D”) expenses consist primarily of internal and external R&D expenses. We focus our R&D activities on technology development and regulatory support for the development of the factory light-water micro modular reactor. Our R&D expenses consist of employee-related expenses, including salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. We expect our R&D expenses to increase in the future as we continue to develop our technology. Our R&D activities are a critical component of achieving commercialization of any of our technology development and realizing our business strategy. We remain focused on using our resources to further develop our existing pipeline.

Stock-based compensation

Stock-based compensation expense is measured using a fair value-based method for all equity-based awards, with the cost of awarded equity instruments recognized over the period during which the award vests. Stock-based compensation expense relates primarily to the vesting and cancellation of restricted shares granted to employees pursuant to the Hadron Energy Equity Incentive Plan.

Change in fair value of legal settlement liability

Change in fair value of legal settlement liability represents the periodic remeasurement of a previously accrued estimated legal settlement liability that was originally recorded during the year ended December 31, 2025. Changes in the estimated liability, including subsequent reversals of previously accrued amounts, are recognized within operating expenses in the period in which the estimate is revised.

Change in fair value of Simple Agreements for Future Equity

The change in fair value of Simple Agreements for Future Equity (“SAFEs”) represents the periodic remeasurement of the fair value related to the SAFEs. The Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480, Distinguishing Liabilities from Equity, as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date, with changes in fair value recorded in the statement of operations.

Provision for income taxes

We are subject to U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax laws. Provision for income taxes primarily relates to changes in deferred taxes, fully offset by valuation allowances.

Results of Operations

Comparison of the three months ended March 31, 2026 and the three months ended March 31, 2025

The following table summarizes our results of operations:

		Three Months Ended March 31, 2026				Three Months Ended March 31, 2025
Operating expenses
General and administrative		$	1,562,910			$	148,877
Research and development			442,807				6,322
Stock-based compensation			2,734,113				9,013
Depreciation			1,945				178
Change in fair value of legal settlement liability			(4,689,638	)			—
Total operating expenses			52,137				164,390
Loss from operations			(52,137	)			(164,390	)
Other income (loss)
Change in fair value of Simple Agreements for Future Equity			13,419,233				(55,961	)
Total other income (loss)			13,419,233				(55,961	)
Income (loss) before income taxes			13,367,096				(220,351	)
Provision for income taxes			—				—
Net income (loss) and comprehensive income (loss)		$	13,367,096			$	(220,351	)

General and administrative

G&A expenses were $1,562,910 for the three months ended March 31, 2026 compared to $148,877 for the three months ended March 31, 2025. The increase of $1,414,033 was due primarily to the expansion of personnel-related costs and third-party advisory services.

Research and development

R&D expenses were $442,807 for the three months ended March 31, 2026 compared to $6,322 for the three months ended March 31, 2025. R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular reactor.

Change in fair value of legal settlement liability

Change in fair value of legal settlement liability was a gain of $4,689,638 for the three months ended March 31, 2026 compared to $0 for the three months ended March 31, 2025, representing the remeasurement during the current quarter of a previously accrued estimated legal settlement liability that was originally recorded during the year ended December 31, 2025.

Stock-based compensation

Stock-based compensation expense was $2,734,113 for the three months ended March 31, 2026 compared to $9,013 for the three months ended March 31, 2025. The increase of $2,725,100 was primarily driven by the recognition of expense related to restricted share grants under the Hadron Energy Equity Incentive Plan, including the modification and commencement of vesting of new grants of 33,500 restricted shares to employees and advisors during the quarter. Stock-based compensation is measured at the estimated fair value of the shares on the grant date and recognized over the requisite service period.

Depreciation

Depreciation expense was $1,945 for the three months ended March 31, 2026 compared to $178 for the three months ended March 31, 2025. The increase reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the three months ended March 31, 2026.

Change in fair value of Simple Agreements for Future Equity

Change in fair value of SAFEs was a gain of $13,419,233 for the three months ended March 31, 2026 compared to a loss of $55,961 for the three months ended March 31, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period.

Provision for income taxes

Provision for income taxes was $0 for the three months ended March 31, 2026 and for the three months ended March 31, 2025, in each case primarily due to changes in deferred tax balances offset by valuation allowances against our deferred tax assets.

Liquidity and Capital Resources

Funding Requirements and Going Concern

We have incurred operating losses since our inception. Although we recognized net income of $13,367,096 for the three months ended March 31, 2026 (compared to a net loss of $220,351 for the three months ended March 31, 2025), our net income for the current quarter was driven primarily by two non-cash and non-recurring items: a $13,419,233 gain on the remeasurement of our SAFE liability and a $4,689,638 remeasurement of a previously accrued estimated legal settlement liability. Excluding these items, we incurred an underlying operating loss for the three months ended March 31, 2026, and we expect to continue to incur operating losses for the foreseeable future. As of March 31, 2026, the Company had cash of $2,129,451 and an accumulated deficit of $59,001,039, and for the three months ended March 31, 2026, negative cash flows from operations of $1,212,790. We are still in

the early stages of our development and expect to continue to incur significant expenses, operating losses, and negative operating cash flows for the foreseeable future due to increases in expenses from historical levels because of additional costs and expenses related to the development of our technology and factory and the development of market and strategic relationships with other businesses.

Until such time as we can generate substantial revenue, if ever, we expect to finance our cash needs through a combination of equity and debt financings, or other capital sources, including, if and when consummated, the proceeds available to us in connection with the Business Combination. We plan to continue to fund our losses from operations through cash on hand, as well as through future equity offerings, debt financings, other third-party funding, or potential licensing or collaboration arrangements. To the extent that we raise additional capital through the future sale of equity or debt, the ownership interest of our stockholders will be diluted. The terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. If we raise additional funds through collaboration agreements, marketing agreements, or licensing arrangements, we may have to relinquish valuable rights to our technologies or future revenue streams on terms that may not be favorable to us. If we are unable to raise sufficient funds through equity or debt financings, we may be required to delay, limit, curtail or terminate our technology development or future commercialization efforts or may be forced to cease operations or file for bankruptcy protection. This may have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. Additionally, we may never become profitable, or if we do, may not be able to sustain profitability on a recurring basis. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Any of these actions could materially harm our business, results of operations and future prospects.

As a result of these conditions, the Company’s ability to continue as a going concern depends on its ability to obtain financial support and additional sources of funds and financing to support the needs of the business, ongoing operations and ultimately to generate profitable operations. As such, we have concluded that there is substantial doubt over our ability to continue as a going concern as conditions and events, considered in the aggregate, indicate that we are currently unable to meet our obligations as they become due and expect to be unable to meet our obligations within one year after the date that the financial statements included in the Current Report on Form 8-K were originally issued. The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The financial information and financial statements do not include any adjustments or reclassifications of assets and liabilities that might be necessary if we are unable to continue as a going concern.

We will need to raise additional capital to continue operations based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our ability to raise additional capital may also be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial markets in the U.S. and worldwide from geopolitical and macroeconomic events. There can be no assurance that we will be able to secure such additional funding on acceptable terms and conditions, or at all. If we cannot obtain sufficient capital immediately, we will not have sufficient cash flows and liquidity to finance our business operations as currently contemplated and we may need to substantially alter, or possibly even discontinue, our operations. In the event of a bankruptcy proceeding or insolvency, or restructuring of our capital structure, our stockholders could suffer a total loss of their investment.

Simple Agreement for Future Equity

During the three months ended March 31, 2026 and 2025, the Company issued instruments referred to as “simple agreements for future equity” (“SAFEs”) as its primary source of funding. Pursuant the terms of the SAFEs, upon a qualified future equity financing involving preferred shares, the SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock (“Standard Preferred Stock”) equal to the purchase price divided by the lowest price per share of the Standard Preferred Stock, or (ii) the number of shares of SAFE preferred stock (“SAFE Preferred Stock”) divided by a discounted price to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap) (“Cap Price”).

The Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480 Distinguishing Liabilities from Equity, as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date. The fair value of the Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement within the fair value hierarchy. The SAFEs are valued using the market approach for intangible asset method, which considers among other things, comparable transactions, relevant market multiples, asset characteristics, transaction type, market conditions and qualitative comparable normalization.

We believe these assumptions would be made by a market participant in estimating the valuation of the SAFEs. We assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. There is substantial judgment in selecting the assumptions that we use to determine the fair value of the SAFEs and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause differences in the resulting fair value.

Cash Flows

The following is a summary of cash flows for the three months ended March 31, 2026 and 2025:

		Three Months Ended March 31, 2026				Three Months Ended March 31, 2025
Net cash (used in) provided by:
Operating activities		$	(1,212,790	)		$	(210,611	)
Financing activities			1,585,000				307,000
Net increase in cash			372,210				96,389
Cash at beginning of the period			1,757,241				17,276
Cash at end of the period		$	2,129,451			$	113,665

Net cash used in operating activities

Net cash used in operating activities of $1,212,790 for the three months ended March 31, 2026 was primarily driven by non-cash gains that reduced reported net income to cash, including a $13,419,233 change in the fair value of SAFEs and a $4,689,638 remeasurement of an accrued legal settlement liabilitypartially offset by $2,734,113 of stock-based compensation, $771,931 of net favorable changes in operating assets and liabilities, $20,996 of noncash operating lease expense, and $1,945 of depreciation.

Net cash used in operating activities of $210,611 for the three months ended March 31, 2025 was primarily attributable to a net loss of $220,351 and net unfavorable changes in operating assets and liabilities.

Net cash provided by financing activities

Net cash provided by financing activities of $1,585,000 for the three months ended March 31, 2026 was attributable to proceeds from the issuance of SAFEs.

Net cash provided by financing activities of $307,000 for the three months ended March 31, 2025 was attributable to proceeds from the issuance of SAFEs.

Contractual Obligations and Commitments

We did not have any material commitments or contractual obligations as of March 31, 2026, other than leases under which we lease real estate for office space and a vehicle. These leases have been classified as operating leases.

As disclosed in our Registration Statement on Form S-4, as amended, in February 2025 the Company entered into a vehicle lease through January 2028 with aggregate minimum lease payments of $80,519, and in June 2025 the Company entered into an office lease through June 2026 with aggregate minimum lease payments of $70,270. There were no material new commitments or contractual obligations entered into during the three months ended March 31, 2026.

Contractual payments under the leases as of March 31, 2026 are as follows:

		2026				2027				2028				Total
Vehicle lease		$	9,520			$	12,694			$	1,552			$	23,766
Office lease			12,013				—				—				12,013
Total		$	21,533			$	12,694			$	1,552			$	35,779

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Registration Statement on Form S-4, as amended. Our most critical accounting policies and estimates continue to relate to (i) the fair value of Simple Agreements for Future Equity, (ii) stock-based compensation, and (iii) accruals for loss contingencies, including for an expected legal settlement.

Recently Issued and Adopted Accounting Pronouncements

We describe the recently issued accounting pronouncements that apply to us in Note 2 to our condensed financial statements included elsewhere in this Current Report on Form 8-K.

Emerging Growth Company Status

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

We also qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As a smaller reporting company, we may continue to rely on certain reduced disclosure requirements available to smaller reporting companies.

Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and pursuant to Item 305 of Regulation S-K, we are not required to disclose information under this section.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information as of March 31, 2026 presents the combination of the unaudited consolidated combined financial statements as of March 31, 2026 of GigCapital7 Corp. (the “Company”), and to be known as Hadron Energy, Inc. upon the closing (the “Closing”) of the merger that occurred on May 22, 2026 (the “Merger”) of MMR Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”) with and into Hadron Energy, Inc. (the “Target”) and the other transactions contemplated by the Business Combination Agreement (the “Business Combination Agreement”) by and between the Company, Merger Sub and Target, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “Business Combination”)) and the unaudited financial statements as of March 31, 2026 of the Target, adjusted to give effect to the Business Combination and related transactions. Upon the Closing of the Merger, the Target’s name will be changed to Hadron Energy Operating Company Inc. The following unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements.

The following unaudited pro forma condensed combined financial statements as of March 31, 2026, assumes that the Business Combination occurred on March 31, 2026. The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the historical unaudited condensed statements of operations of GigCapital7 for the three months ended March 31, 2026 and the historical unaudited condensed consolidated statement of operations of Hadron Energy for the three months ended March 31, 2026, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma combined statement of operations for the year ended December 31, 2025 combines the historical audited statements of operations of GigCapital7 for the year ended December 31, 2025 and the historical audited consolidated statement of operations of Hadron Energy for the year ended December 31, 2025, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect the Company’s financial condition upon the Closing of the Merger and the Business Combination (the Company following such Closing, the “Post-Combination Company”) or would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial statements also may not be useful in predicting the future financial condition of the Post-Combination Company. Although it is not expected, the actual financial position of the Post-Combination Company may differ from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of the Company was derived from the unaudited consolidated financial statements of the Company as of March 31, 2026 previously filed with the SEC by the Company on its Quarterly Report on Form 10-Q on May 6, 2026. The historical financial information of the Target was derived from the unaudited financial statements of the Target as of March 31, 2026. This information should be read together with the Company’s and the Target’s financial statements and related notes.

Description of the Business Combination

On September 27, 2025, the Company entered into the Business Combination Agreement with the Target and Merger Sub, pursuant to which, among other things, subject to shareholder approval, following the domestication of the Company from the Cayman Islands to Delaware, which occurred on May 8, 2026 (the “Domestication”), Merger Sub will merge with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Company, resulting in a combined company whereby the Company will become the parent company of the Target, and substantially all of the assets and the business of the combined company will be held by the Company and its subsidiaries.

Prior to and as a condition of the Closing, pursuant to the Domestication, GigCapital7 changed its jurisdiction of incorporation by migrating to and domesticating as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”), and the Companies Act (as revised) of the Cayman Islands (the “Companies Act”).

The Domestication

The Company, on May 8, 2026, changed its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware. The Company has provided its public stockholders the opportunity to redeem their public shares on the terms and conditions set forth in the Business Combination Agreement and the Company’s governing documents. A total of 16,834,491 public shares have been tendered for redemption and the Company will complete the redemption of these properly tendered public shares promptly following the consummation of the Business Combination.

In connection with the Domestication, (i) each then issued and outstanding Class A ordinary share (other than any Class A ordinary share included in the Company’s units) was converted automatically, on a one-for-one basis, into one (1) share of the Company’s common stock, (ii) each then issued and outstanding Class B ordinary share was converted automatically, on a one-for-one basis, into one (1) share of the Company’s Class B common stock, (iii) each then issued and outstanding warrant of the Company (other than any public warrants included in the Company’s units) was converted automatically into a warrant for the purchase of the Company’s common stock, pursuant to the warrant agreement of the Company, and (iv) each then issued and outstanding unit of the Company was cancelled and thereafter entitled the holder thereof to one (1) share of the Company’s common stock and one (1) warrant for the purchase of the Company’s common stock, in each case without any action on the part of the Company, Merger Sub, target or any holder of securities of any of the foregoing.

The Merger and Consideration

Following the Domestication, at the Effective Time (as defined in the Business Combination Agreement), by virtue of the Merger, each share of capital stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) shall be automatically cancelled and extinguished and converted into one (1) share of common stock of the Company.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately prior to or at the Effective Time:

(a) each issued and outstanding share of common stock of the Target (the “Target Common Stock”), except for (a) shares held by the Company or Merger Sub (or any subsidiaries of the Company), (b) shares held by the Target as treasury stock, if any (each share covered in subclause (a) and (b), an “Excluded Share”), (c) shares held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law (the “Dissenting Shares”), and (d) shares of the Target Common Stock issued pursuant to an award of restricted stock that is, as of immediately prior to the date of the Closing, subject to a substantial risk of forfeiture and is not transferable (the “Target Restricted Shares”), will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined below), as set forth in the Business Combination Agreement;

(b) each Excluded Share shall be automatically cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(c) each option to purchase shares of Target Common Stock (each, a “Target Option”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock (such option, an “Exchanged Option”), equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock subject to such Target Option immediately prior to the Effective Time and (y) the Exchange Ratio (as defined below), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Target Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, that the assumption and adjustment of the unvested Target Options shall be completed in a manner that satisfies the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and, with respect to any Target Option intended to be an “incentive stock option,” Code Section 4249a and the applicable regulations promulgated thereunder;

(d) each award of the Target Restricted Shares (a “Target Restricted Share Award”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Company such that each Target Restricted Share Award will be converted into an award for a number of restricted shares of the Company’s common stock (such award, an “Exchanged RSAs”), equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Restricted Shares and (y) the Exchange Ratio (as defined below);

(e) each of the Target’s Simple Agreements for Future Equity (the “SAFEs”) that is outstanding, immediately prior to the Effective Time will automatically convert into a number of shares of Target Common Stock determined in accordance with the terms of such SAFE, with such shares to be treated as Target Common Stock and will receive the consideration described above for Target Common Stock at the Effective Time;

(f) each share of the Company’s Class B common stock that is outstanding immediately prior to the Effective Time will be, by virtue of the Merger and the applicable provisions of the amended and restated certificate of incorporation of the Company, automatically cancelled and extinguished and converted into one (1) share of the Company’s common stock; and

(g) the Company will redeem the public shares properly tendered for redemption in connection with the Business Combination pursuant to its certificate of incorporation (the “Redemption”).

Pursuant to the Business Combination Agreement, the consideration to be paid in the Merger in respect of each share of Target Common Stock that is issued and outstanding immediately prior to the Effective Time, will be the Per Share Merger Consideration, which is a number of shares of the Company’s common stock equal to the Exchange Ratio. The “Exchange Ratio” means the quotient of: (a) the Aggregate Merger Consideration (as such term is defined below); divided by (b) the Target Fully Diluted Capital (as such term is defined below). The “Aggregate Merger Consideration” means the number of shares of the Company’s common stock equal to the difference of: (a) the Aggregate Company Common Stock (as defined below); minus (b) 13,333,333 shares of the Company’s common Stock; provided, however, that if the Target has any indebtedness outstanding as of the closing of the Merger, the Aggregate Merger Consideration shall be further reduced by a number of shares of the Company’s common stock equal to the amount of such indebtedness divided by $10.59 (the “Per Share Price”) (rounded down to the nearest whole share). The “Aggregate Company Common Stock” means the number of shares of the Company’s common stock equal to the quotient of: (a) $776,599,997; divided by (b) the Per Share Price. The “Target Fully Diluted Capital” means the sum (without duplication) of the aggregate number of (a) shares of Target Common Stock (other than Target Restricted Shares) that are issued and outstanding immediately prior to the Effective Time assuming and after giving effect to the amendment and conversion of all SAFEs, (b) Target Restricted Shares that are issued and outstanding immediately prior to the Effective Time, and (c) all shares of Target Common Stock issuable upon full exercise of all Target Options outstanding as of immediately prior to the Effective Time (calculated using the treasury method of accounting on a cashless exercise basis).

The Sponsor Share Conversion

At the Effective Time, each share of the Company’s Class B common stock then issued and outstanding shall be automatically cancelled and extinguished and converted into one (1) share of the Company’s common stock.

The Redemption

The Company will provide an opportunity to the holders of its public shares for the Redemption. The Company will carry out the Redemption at the Effective Time in accordance with its certificate of incorporation.

The Closing

The Closing of the Merger will occur as promptly as practicable, but in no event later than three (3) business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as the Company and the Target may agree.

Effective immediately following the consummation of the Business Combination, the Company will be renamed “Hadron Energy, Inc.”

Accounting Treatment

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although the Company will acquire all of the outstanding equity interests of the Target in the Business Combination, the Company will be treated as the “acquired” company and the Target will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of the Target issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Target.

The Target has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• The shareholders of the Target will have the greatest voting interest in the Post-Combination Company;

• The shareholders of the Target will have the ability to control decisions regarding election and removal of directors and officers of the Post-Combination Company;

• The Target will comprise the ongoing operations of the Post-Combination Company;

• The Target’s existing senior management will be the senior management of the Post-Combination Company;

• The Target’s headquarters will become the Post-Combination Company’s headquarters; and

• The Post-Combination Company will assume the name Hadron Energy, Inc.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination and are factually supportable. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Post-Combination Company will experience. The Company and the Target have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2026

(unaudited)

		GigCapital7 Corp.				Hadron Energy, Inc.								Pro Forma Adjustments				Pro Forma Balance Sheet
ASSETS
Current assets
Cash		$	54,692			$	2,129,451				(A	)		$	33,911,059			$	23,726,633
											(A	)			(5,851,464	)
											(B	)			(6,517,105	)
Prepaid expenses and other current assets			154,351				81,134								—				235,485
Total current assets			209,043				2,210,585								21,542,490				23,962,118
Cash and marketable securities held in Trust Account			213,506,528				—				(A	)			(213,506,528	)			—
Property and equipment, net			—				35,419								—				35,419
Operating lease right-of-use assets			—				60,611								—				60,611
Deferred transaction costs			—				2,290,926				(B	)			(2,290,926	)			—
Deriviateve asset
TOTAL ASSETS		$	213,715,571			$	4,597,541							$	(194,254,964	)		$	24,058,148
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	333,683			$	1,832,385				(B	)		$	(1,475,191	)		$	357,194
											(B	)			(333,683	)
Related party payable			138,514				—												138,514
Accrued legal services			2,649,839				—				(B	)			(2,649,839	)			—
Accrued liabilities			638,453				11,908,228				(B	)			—				252,866
											(B	)			(638,453	)
											(H	)			(11,655,362	)
Operating lease liabilities, current portion			—				20,946								—				20,946
Total current liabilities			3,760,489				13,761,559								(16,752,528	)			769,520
Operating lease liabilities, net of current portion			—				10,022								—				10,022
Simple Agreements for Future Equity (SAFEs)			—				34,524,160				(C	)			(34,524,160	)			—
Warrant liability			1,182,642				—												1,182,642
Total liabilities			4,943,131				48,295,741								(51,276,688	)			1,962,184
Class A ordinary shares subject to possible redemption			213,406,528				—				(D	)			(213,406,528	)			—
Shareholders’ equity (deficit)
Preferred shares, par value of $0.0001 per share															—				—
Common stock, $0.0001 par value							255				(E	)			(255	)			—
Class A ordinary shares, par value of $0.0001 per share															—				—
Class B ordinary shares, par value of $0.0001 per share			1,333								(E	)			(1,333	)			—
Post-Combination Company common stock											(D	)			2,000				10,738
											(E	)			1,588				—
											(F	)			7,150				—
Additional paid-in capital							15,302,583				(B	)			(2,488,193	)			81,086,264
											(C	)			34,524,160				—
											(D	)			33,809,059				—
											(F	)			(7,150	)			—
											(G	)			(5,858,092	)			—
											(A	)			(5,851,464	)			—
											(H	)			11,655,362				—
Accumulated deficit			(4,635,421	)			(59,001,038	)			(B	)			(1,222,671	)			(59,001,038	)
											(G	)			5,858,092
Total shareholders’ equity (deficit)			(4,634,088	)			(43,698,200	)							70,428,252				22,095,964
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)		$	213,715,571			$	4,597,541							$	(194,254,964	)		$	24,058,148

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

(A) Reflects the liquidation and reclassification of the $213,506,528 of funds held in the Company’s trust account that after the May 2026 redemptions resulted in the release of $33,911,059 held in the trust account upon consummation of the Business Combination. Additionally, a forward stock purchase agreement was entered into for a purchase amount of $5,851,464 paid at closing from the cash released from the GigCapital7 trust account.

(B) Reflects estimated transaction costs of $7,332,839 incurred by the Company and the Target of $4,844,646 and $2,488,193, respectively. These transactions costs are directly incremental and attributable to the Business Combination and are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. For the Company’s transaction costs, $333,683 is included in accounts payable and an aggregate of $3,288,292 is included in accrued legal services and accrued liabilities in its unaudited condensed consolidated balance sheet as of March 31, 2026. None of the transaction costs have been paid as of the pro forma balance sheet date. The remaining estimate of costs to be incurred of $1,222,671 is reflected as an adjustment to accumulated deficit. For the Target’s transaction costs, $2,290,926 was capitalized as deferred transaction costs, $1,475,191 was included in accounts payable on its unaudited condensed balance sheet as of March 31, 2026. The estimate of costs to be incurred of $2,488,193 is reflected as an adjustment to additional paid-in capital.

(C) Reflects the conversion of the Target’s SAFEs into 3,450,990 shares of the Post-Combination Company’s common stock and the reclassification of its fair value of the SAFEs of $34,524,160 into the equity of Post-Combination Company. The conversion of the Target’s SAFEs into shares of the Post-Combination Company’s common stock was derived based on the overall valuation and valuation cap included in each SAFE agreement. This result was then adjusted for the exchange of shares to be received in the Post-Combination Company.

(D) Reflects the reclassification of the 16,834,491 Class A ordinary shares of the Company redeemed at a balance of $180,342,376, which includes interest income after March 31, 2026 to stockholders’ equity of the Post-Combination Company and the immediate conversion of the remaining shares of the Company’s public shares into shares of the Post-Combination Company’s common stock on a one-to-one basis. This adjustment impacts the Post-Combination Company’s common stock (based on the par value of $0.0001 per share) of $2,000 and the remainder of $33,809,059 is recorded in additional paid-in capital.

(E) Reflects the reclassification of the par value of the 13,333,333 Class B ordinary shares of the Company of $1,333 and 924,167 shares of Target Common Stock of $255 classified under stockholders’ equity into the Post-Combination Company’s common stock.

(F) Reflects the issuance of 71,498,842 shares of Post-Combination Company common stock to stockholders of the Post-Combination Company. This adjustment impacts the Post-Combination Company’s common stock (based on the par value of $0.0001 per share) and additional paid-in capital by $7,150.

(G) Reflects the elimination of the Company’s historical accumulated deficit of the Company, the accounting acquiree after recording the transaction costs as described in (B) above.

(H) Reflects the reclass of the legal settlement liability of $11,655,362 on the Target’s unaudited condensed balance sheet as of March 31, 2026 that will be issued and settled as equity.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF

OPERATIONS FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2026

		GigCapital7 Corp.				Hadron Energy, Inc.								Pro Forma Adjustments								Pro Forma Statement of Operations
Operating expenses
General and administrative		$	1,675,288			$	1,562,910							$	—							$	3,238,198
Research and development			—				442,807								—								442,807
Stock-based compensation			—				2,734,112								—								2,734,112
Depreciation			—				1,945								—								1,945
Change in fair value of legal settlement liability			—				(4,689,637	)			(I	)			4,689,637								—
Total operating expenses			1,675,288				52,137								4,689,637								6,417,062
Loss from operations			(1,675,288	)			(52,137	)							(4,689,637	)							(6,417,062	)
Other income (expense)
Change in fair value of Simple Agreements for Future Equity (SAFEs)			—				13,419,233				(J	)			(13,419,233	)							—
Change in fair value of warrants and derivative liability			356,891				—								—								356,891
Interest Expense			(15,220	)			—								—								(15,220	)
Interest and dividend income on marketable securities held in Trust Account			1,869,218				—				(K	)			(1,869,218	)							—
Income (loss) before provision for income taxes			535,601				13,367,096								(19,978,088	)							(6,075,391	)
Provision for income taxes			—				—								—								—
Net income (loss) and comprehensive (loss)		$	535,601			$	13,367,096							$	(19,978,088	)						$	(6,075,391	)
Undistributed earnings allocated to participating securities						$	(257,544	)			(L	)		$	257,544								—
Net income (loss) attributable to common shareholders		$	535,601			$	13,109,552							$	(19,720,544	)						$	(6,075,391	)
Weighted-average share outstanding of Post-Combination Company Common Stock - basic and diluted			—				—								—				(M	)			71,498,842
Basic and diluted net loss per share - Post-Combination Company Common Stock		$	—			$	—							$	—							$	(0.08	)
Net income attributable to Class A ordinary shares subject to possible redemption		$	321,361
Basic and diluted weighted-average shares outstanding, Class A ordinary shares subject to possible redemption			20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		$	0.02
Net income (loss) attributable to Class B non-redeemable ordinary shares		$	214,240
Basic and diluted weighted-average Class B non-redeemable ordinary shares outstanding			13,333,333
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares		$	0.02
Weighted-average share outstanding of Hadron Energy common stock basic							921,519
Basic net income (loss) per share - Hadron Energy Common Stock						$	14.23
Weighted-average share outstanding of Hadron Energy common stock diluted							985,863
Diluted net income (loss) per share - Hadron Energy Common Stock						$	(0.30	)

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year ended March 31, 2026

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

(I) Reflects the elimination of $4,689,637 of income from the Change in fair value of legal settlement liability that was settled upon closing of the Business Combination.

(J) Reflects the elimination of remeasurement losses on Hadron Energy SAFEs of $13,419,233 upon consummation of the Business Combination.

(K) Reflects the elimination of interest and dividend income of $1,869,218 on the marketable securities held in the Trust Account as if the Business Combination was considered effective on January 1, 2025.

(L) Reflects the elimination on $257,544 of undistributed earnings due to the overall net loss position on the Pro Forma Statement of Operations.

(M) Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and assumes that the Business Combination had occurred on January 1, 2025 and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2025 (Unaudited)

		GigCapital7 Corp.				Hadron Energy, Inc.								Pro Forma Adjustments								Pro Forma Statement of Operations
Operating expenses
General and administrative		$	3,340,796			$	19,329,987								—							$	22,670,783
Research and development			—				550,971								—								550,971
Stock-based compensation			—				12,565,721								—								12,565,721
Depreciation			—				6,411								—								6,411
Total operating expenses			3,340,796				32,453,090								—								35,793,886
Loss from operations			(3,340,796	)			(32,453,090	)							—								(35,793,886	)
Other income (expense)
Change in fair value of Simple Agreements for Future Equity			—				(39,321,489	)			(N	)			39,321,489								—
Change in fair value of warrants			(1,283,055	)			—								—								(1,283,055	)
Interest income			710				—								—								710
Interest and dividend income on marketable securities held in Trust Account			8,448,606				—				(O	)			(8,448,606	)							—
Income (loss) before provision for income taxes			3,825,465				(71,774,579	)							30,872,883								(37,076,231	)
Provision for income taxes			—				—								—								—
Net income (loss) and comprehensive (loss)		$	3,825,465			$	(71,774,579	)						$	30,872,883							$	(37,076,231	)
Weighted-average share outstanding of Post-Combination Company Common Stock - basic and diluted																			(P	)			71,498,842
Basic and diluted net loss per share - Post-Combination Company Common Stock																						$	(0.52	)
Net income attributable to Class A ordinary shares subject to possible redemption		$	2,295,279
Basic and diluted weighted-average shares outstanding, Class A ordinary shares subject to possible redemption			20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		$	0.11
Net income (loss) attributable to Class B non-redeemable ordinary shares		$	1,530,186
Basic and diluted weighted-average Class B non-redeemable ordinary shares outstanding			13,333,333
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares		$	0.11
Weighted-average share outstanding of Hadron Energy common stock basic and diluted - common stock							914,000
Basic and diluted net loss per share - Hadron Energy Common Stock						$	(78.53	)

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

(N) Reflects the elimination of remeasurement losses on Hadron Energy SAFEs of $39,321,489 as if the Business Combination was considered effective on January 1, 2025.

(O) Reflects the elimination of interest and dividend income of $8,448,606 on the marketable securities held in the Trust Account as if the Business Combination was considered effective on January 1, 2025.

(P) Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and assumes that the Business Combination had occurred on January 1, 2025, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.

FAQ

What did Hadron Energy, Inc. (HDRN) announce in this Form 8-K?

Hadron Energy reported completion of its business combination with GigCapital7, becoming the public successor issuer. The company’s common stock and warrants now trade on Nasdaq as HDRN and HDRNW, and detailed Form 10-type information and historical financial statements were provided.

How many Hadron Energy shares are outstanding after the GigCapital7 merger?

Immediately after the business combination, Hadron Energy had 71,498,842 shares of common stock outstanding. Of these, company officers, directors and affiliated entities held 58,075,308 shares, representing approximately 77.2% of the outstanding common stock at that time.

How many GigCapital7 public shares were redeemed before the Hadron Energy merger?

Holders of 16,834,491 GigCapital7 public shares, out of 20,000,000, elected redemption at $10.71267171 per share. This represented about 84% of the public float and resulted in aggregate cash redemptions of approximately $180.34 million concurrent with the merger closing.

What cash did Hadron Energy receive from the SPAC trust at closing?

After redemptions, GigCapital7’s trust account held approximately $33.9 million immediately prior to closing, which became available to Hadron Energy. In addition, a forward stock purchase agreement provided a $5.9 million purchase funded from trust cash released at closing.

What does Hadron Energy’s Q1 2026 net income consist of?

For the three months ended March 31, 2026, Hadron Energy reported net income of $13,367,096. This was driven mainly by a $13,419,233 gain from remeasuring Simple Agreements for Future Equity and a $4,689,638 reduction in an accrued legal settlement, rather than from operating revenue.

Does Hadron Energy face going concern uncertainty after the merger?

Yes. As of March 31, 2026, Hadron Energy disclosed cash of $2,129,451, a stockholders’ deficit of $43,698,200 and ongoing operating losses. Management states there is substantial doubt about the company’s ability to continue as a going concern without obtaining additional debt or equity financing.

What is the size of Hadron Energy’s 2026 Equity Incentive Plan?

The Hadron Energy, Inc. 2026 Incentive Plan initially reserves 10,021,784 shares of common stock, equal to 10% of fully diluted shares at closing. Beginning January 1, 2027, the reserve will automatically increase annually by 5% of shares outstanding, or a smaller amount set by the board.

Filing Exhibits & Attachments

12 documents

Press Releases

• EX-99.1 EX-99.1 204.6 KB
• EX-99.2 EX-99.2 62.6 KB
• EX-99.3 EX-99.3 178.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 62.3 KB
• EX-10.2 EX-10.2 269.4 KB

Other Documents

• EX-3.1 EX-3.1 50.1 KB
• EX-3.2 EX-3.2 136.3 KB
• EX-16.1 EX-16.1 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.4 KB