GigCapital7 Corp.

GigCapital7 Corp. is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated on May 8, 2024, in the Cayman Islands, formed to effect a business combination with one or more businesses ¹. The company has not engaged in any operations other than those related to the proposed business combination and has not generated any operating revenues to date ². Its primary focus for identifying a target business has been within the technology, media, and telecommunications (TMT), artificial intelligence and machine learning (AI/ML), cybersecurity, medical technology and medical equipment (MedTech), semiconductor, and sustainable industries ³.

The core business model of GigCapital7 is to identify and complete an initial business combination with a company that complements its management team's experience and can benefit from their operational expertise ⁴. The company intends to apply a "Mentor-Investor" philosophy to partner with the target, offering financial, operational, and executive mentoring to accelerate its growth and transition from a privately held entity to a publicly traded company ⁵. Revenue generation is currently limited to non-operating income from interest on cash and marketable securities held in the Trust Account ⁶.

On September 27, 2025, GigCapital7 entered into a Business Combination Agreement with Hadron Energy, Inc., a company focused on micro reactor technology ⁷. Subject to shareholder approval, GigCapital7 will domesticate as a Delaware corporation and then merge with Hadron Energy, with Hadron Energy surviving as a wholly-owned subsidiary, and the combined company will be renamed Hadron Energy, Inc. ⁸. The transaction was approved by the boards of directors of both companies ⁹.

For the fiscal year ended December 31, 2025, GigCapital7 reported a net income of $3,825,465 ¹⁰. This was primarily driven by interest and dividend income on cash and marketable securities held in the Trust Account of $8,448,606 ¹¹ and $710 ¹² from the operating account. These gains were partially offset by operating expenses of $3,340,796 ¹³ and an other expense from the change in fair value of warrant liability of $1,283,055 ¹⁴. As of December 31, 2025, the company held cash and marketable securities in the Trust Account totaling $211,637,310 ¹⁵. Total current assets were $240,706 ¹⁶, and total assets were $211,878,016 ¹⁷. Total liabilities amounted to $3,641,177 ¹⁸, including a warrant liability of $1,524,790 ¹⁹. The company had a retained earnings deficit of $(3,301,804) ²⁰ and a total shareholders' equity (deficit) of $(3,300,471) ²¹. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.11 ²², and for Class B non-redeemable ordinary shares, it was also $0.11 ²³. Cash used in operating activities for the year ended December 31, 2025, was $1,179,866 ²⁴.

Comparing to the period from May 8, 2024 (inception) through December 31, 2024, net income increased from $2,378,292 ²⁵ to $3,825,465 ²⁶. Interest and dividend income from the Trust Account grew from $3,188,704 ²⁷ to $8,448,606 ²⁸. Operating expenses increased from $628,761 ²⁹ to $3,340,796 ³⁰, and the expense from the change in fair value of warrant liability also increased from $183,675 ³¹ to $1,283,055 ³². Cash used in operating activities increased from $821,914 ³³ in the prior period to $1,179,866 ³⁴ in 2025. The number of Class A ordinary shares subject to possible redemption remained at 20,000,000 ³⁵ as of December 31, 2025, with a redemption value of $10.58 ³⁶ per share, up from $10.15 ³⁷ per share in 2024.

During the reported period, GigCapital7 consummated its IPO on August 30, 2024, selling 20,000,000 public units for gross proceeds of $200,000,000 ³⁸. Simultaneously, it sold 2,826,087 Class B ordinary shares to institutional investors at $1.15 ³⁹ per share, generating $3,250,000 ⁴⁰, and 3,719,000 Private Placement Warrants to the Sponsor for $0.01561 ⁴¹ per warrant, generating $58,060 ⁴². A total of $200,000,000 ⁴³ from the net proceeds was placed in a Trust Account ⁴⁴. Transaction costs for the IPO amounted to $1,319,918 ⁴⁵, consisting of $600,000 ⁴⁶ in underwriting fees and $1,019,918 ⁴⁷ in offering costs, partially offset by a $300,000 ⁴⁸ reimbursement from underwriters. On January 30, 2026, the company received a Working Capital Loan from its Sponsor for a principal amount of $148,000 ⁴⁹, which is convertible into 14,800 ⁵⁰ units at $10.00 ⁵¹ per unit upon business combination consummation ⁵².

GigCapital7's primary outlook is centered on the successful consummation of its business combination with Hadron Energy, Inc., a micro reactor technology innovator ⁵³. The company explicitly states that it does not expect to generate any operating revenues until after the completion of this initial business combination ⁵⁴. Post-merger, the combined entity will be renamed Hadron Energy, Inc. ⁵⁵.

A key growth area for the combined company is the commercialization of Hadron Energy's micro modular reactor (MMR) design, specifically the Hadron Halo ⁵⁶. The company's business plan involves finalizing this reactor design, receiving regulatory approvals, and developing and marketing new products and services to both traditional utility and electric power customers, as well as non-traditional industrial customers interested in high-temperature heat ⁵⁷. The planned initial deployment of the Hadron Halo is contingent upon Hadron Energy securing binding agreements with potential customers ⁵⁸. The company also aims to develop on-site spent nuclear fuel (SNF) and high-level waste (HLW) storage solutions with the NRC ⁵⁹.

Operationally, GigCapital7 anticipates incurring increased expenses as a public company due to legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ⁶⁰. Hadron Energy expects its expenses and capital expenditures to increase significantly in connection with ongoing activities, including developing and advancing the Hadron Halo and other products and services, obtaining NRC design certification, and completing manufacturing preparation and trials ⁶¹. The company will need to hire and retain additional personnel, upgrade operational management and financial reporting systems, and improve business processes and controls to manage its planned expansion ⁶².

Regarding capital allocation, GigCapital7 intends to use substantially all of the funds held in the Trust Account, including interest earned (net of taxes), to acquire Hadron Energy and cover related expenses ⁶³. If equity or debt is used as consideration, remaining Trust Account proceeds will serve as working capital for the target business's operations, strategic acquisitions, and R&D ⁶⁴. As of December 31, 2025, the company had a working capital deficit of $1,875,681 ⁶⁵. On January 30, 2026, a $148,000 ⁶⁶ Working Capital Loan was received from the Sponsor to provide additional working capital, convertible into 14,800 ⁶⁷ units at $10.00 ⁶⁸ per unit upon business combination consummation ⁶⁹. The company's ability to continue as a going concern is dependent on obtaining additional working capital to complete reactor development, successfully market its reactors, and achieve commerciality ⁷⁰.

Management has explicitly flagged several structural headwinds and execution risks. The market for MMRs is not yet established and may not grow as expected, or may grow more slowly ⁷¹. Hadron Energy has incurred losses and has not generated revenue since inception, with net losses of $55,429,579 ⁷² for the year ended December 31, 2025, and negative cash flows from operations of $3,856,275 ⁷³ for the same period ⁷⁴. The company's limited operating history makes future prospects and challenges difficult to evaluate ⁷⁵. There is substantial doubt about Hadron Energy's ability to continue as a going concern, and it may require additional future funding ⁷⁶. The MMR design has not yet been approved or licensed by the NRC, and approval is not guaranteed, potentially leading to delays or increased costs ⁷⁷. The company relies on a limited number of suppliers for specialized materials and components, which are susceptible to cost increases and supply chain disruptions ⁷⁸. Changes in government policies, regulations, and funding levels, as well as staffing shortages at national laboratories, could lengthen regulatory approval timelines and construction ⁷⁹. The business is also subject to stringent U.S. export control laws, which could restrict market size if licenses are not secured ⁸⁰.

The most material risks disclosed in the filing include the inherent uncertainty of GigCapital7 as a blank check company with no operating history or revenues, and the potential for public shareholders to lose their entire investment if a business combination is not completed by May 30, 2026 ⁸¹. There is a significant risk of dilution for public shareholders due to the issuance of shares to Hadron Energy stockholders and warrant holders, with Hadron Shareholders expected to hold 63.66% ⁸² of Domesticated GigCapital7 in a no-redemption scenario, increasing to 71.96% ⁸³ in a maximum contractual redemption scenario ⁸⁴. Hadron Energy itself faces substantial doubt about its ability to continue as a going concern, having incurred net losses of $55,429,579 ⁸⁵ for the year ended December 31, 2025, and negative cash flows from operations of $3,856,275 ⁸⁶ for the same period, with cash of $1,757,241 ⁸⁷ and a stockholders' deficit of $56,023,135 ⁸⁸ as of December 31, 2025 ⁸⁹. The market for Hadron Energy's micro modular reactors (MMRs) is not yet established, and the Hadron Halo design has not received NRC approval or licensing, which could be delayed or denied ⁹⁰. Supply chain disruptions and reliance on a limited number of specialized suppliers for materials like LEU+ fuel pose risks to production and cost control ⁹¹. Furthermore, the company operates in a highly regulated nuclear power industry, subject to stringent environmental, health, and safety laws, with potential for substantial fines or enforcement actions for non-compliance ⁹². Geopolitical risks, including changes in international trade policies, tariffs, and treaties, could adversely affect the business ⁹³. The potential imposition of a 1% ⁹⁴ U.S. federal excise tax on stock repurchases, although not currently expected to apply to redemptions in connection with the Hadron Energy business combination under current proposed Treasury Regulations, remains a risk if final regulations change ⁹⁵.

Management's message to shareholders emphasizes their significant experience and contacts, particularly in the TMT, AI/ML, cybersecurity, MedTech, semiconductor, and sustainable industries, which they believe will be transformative for Hadron Energy ⁹⁶. They intend to apply a "Mentor-Investor" philosophy to provide financial, operational, and executive mentoring to accelerate Hadron Energy's growth and transition to a public company ⁹⁷. Key strategic priorities include identifying and completing the initial business combination with Hadron Energy, leveraging their management team's expertise to optimize growth initiatives, and fostering strategic dialogue and customer relationships ⁹⁸. Management also highlights their deep relationships with large multinational organizations and investors as a significant opportunity to unlock value post-business combination ⁹⁹. They explicitly state that they do not expect to generate any operating revenues until after the completion of the initial business combination ¹⁰⁰.