Hadron Energy CTO reports 124,997-share stake
Hadron Energy, Inc. Chief Technology Officer Ward Andrew has filed an initial ownership report showing beneficial ownership of 124,997 shares of Common Stock.
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Form Type
3
Rhea-AI Filing Summary
Hadron Energy, Inc. Chief Technology Officer Ward Andrew has filed an initial ownership report showing beneficial ownership of 124,997 shares of Common Stock. These shares include stock received in exchange for 2,500 Hadron shares in a merger and a restricted stock award subject to multi-year vesting and a company repurchase right that lapses over time.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Ward Andrew
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 124,997 shares (Direct)
Footnotes (2)
- F1. Received by the reporting person in exchange for 2,500 shares of Hadron Energy, Inc. ("Hadron") held by reporting person in connection with the merger of Hadron into a subsidiary of GigCapital7 Corp. (the "Company") (the "Merger") pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended.
- F2. These shares were acquired pursuant to a Restricted Stock Purchase Award Agreement dated February 13, 2026, and are subject to a right of repurchase by the Company which shall lapse in accordance with the vesting schedule. Effective as of the closing of the Merger, on May 22, 2026, the right of repurchase with respect to one tenth (1/10) of the shares lapsed. On August 29, 2026, the right of repurchase with respect to an additional one-fourth (1/4) shall lapse. Beginning the end of September 2026 and continuing at the end of each full month thereafter, the right of repurchase with respect to one-forty eighth (1/48) of the shares shall lapse until such time as the Company no longer has a right of repurchase as a result of the full vesting of the shares.
Key Figures
Common shares owned: 124,997 shares
Hadron shares exchanged: 2,500 shares
Initial repurchase lapse: 1/10 of shares
+5 more
8 metrics
Common shares owned
124,997 shares
Total Common Stock beneficially owned following transaction
Hadron shares exchanged
2,500 shares
Hadron Energy, Inc. shares exchanged in merger
Initial repurchase lapse
1/10 of shares
Repurchase right lapsed effective May 22, 2026
Second vesting tranche
1/4 of shares
Additional repurchase right lapses August 29, 2026
Ongoing vesting rate
1/48 of shares per month
Monthly lapse of repurchase right from end of September 2026
Rule 16b-3 status
Exempt transaction
Merger exchange shares treated as Rule 16b-3 exempt
Merger closing date
May 22, 2026
Effective date for initial repurchase lapse
Award agreement date
February 13, 2026
Date of Restricted Stock Purchase Award Agreement
Key Terms
Restricted Stock Purchase Award Agreement, right of repurchase, Merger, business combination agreement, +1 more
5 terms
Restricted Stock Purchase Award Agreement financial
"These shares were acquired pursuant to a Restricted Stock Purchase Award Agreement dated February 13, 2026"
right of repurchase financial
"and are subject to a right of repurchase by the Company which shall lapse in accordance with the vesting schedule"
Merger financial
"in connection with the merger of Hadron into a subsidiary of GigCapital7 Corp. (the "Company") (the "Merger")"
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
business combination agreement financial
"pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company"
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.
Rule 16b-3 regulatory
"The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
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