공시 • May 24
Hadron Energy, Inc. completed the acquisition of GigCapital7 Corp. (NasdaqGM:GIG) from group of shareholders in a reverse merger transaction.
Hadron Energy, Inc. entered into a Business Combination Agreement to acquire GigCapital7 Corp. (NasdaqGM:GIG) from group of shareholders in a reverse merger transaction on September 27, 2025. Hadron’s existing management team will continue to lead the combined company following the completion of the Business Combination. Hadron’s security holders will roll 100% of their equity holdings into the new public company. Additionally, GIG’s sponsor and certain key shareholders of GIG and Hadron have committed to customary lock-ups. The Business Combination Agreement provides that the Aggregate Merger Consideration to be issued for the Company’s securities was initially based on a “Public Company (Pre-Capital Raise) Valuation” of $1,200,200,000, resulting in the issuance of 100,000,000 shares of Domesticated Purchaser Common Stock, implying a $1 billion valuation at a nominal $10.00 per share. On April 16, 2026, GigCapital7, Merger Sub, and the Company entered into a Second Amendment to the Business Combination Agreement, which revised the Public Company (Pre-Capital Raise) Valuation to $776,599,997. This amendment reduced the Aggregate Merger Consideration to 60,000,000 shares of Domesticated Purchaser Common Stock, implying a $600 million valuation at a nominal $10.00 per share. The Second Amendment also extended the Outside Date from April 30, 2026 to May 31, 2026. Except as amended, all other terms of the Business Combination Agreement remain in full force and effect.
The board of directors of Domesticated GigCapital7 following the Closing (the “ Post-Closing Board ”) will consist of seven (7) directors consisting of (i) three (3) directors who are designated prior to the Closing by the Company and are reasonably acceptable to GigCapital7, at least one (1) of whom shall qualify as an “independent director” under Applicable Exchange rule, (ii) three (3) directors designated by GigCapital7 prior to the Closing, all of whom will qualify as “independent directors” under Applicable Exchange rule, and each of whom is reasonably acceptable to the Company, provided, that, subject to such qualification as an independent director, Dr. Avi Katz shall be entitled to serve as one such director and as the chairman of the Post-Closing Board, and Dr. Raluca Dinu shall be entitled to serve as another such director and (iii) one (1) industry expert director mutually agreed upon by the Company and GigCapital7 prior to the Closing. The Business Combination Agreement and the Transactions were approved by the board of directors of GigCapital7 and the board of directors of the Company.
The boards of directors of both Hadron and GIG have unanimously approved the Business Combination. The consummation of the Transactions is subject to the receipt of the requisite approval of the shareholders of GigCapital7 and stockholders of the Company, and the fulfillment of certain other conditions. The business combination is expected to be completed during the first quarter of 2026, subject to customary closing conditions and regulatory approvals, HSR Act and other Antitrust laws Approvals, Registration Statement on Form S-4 and the combined company is expected to be listed on a US national exchange under the symbol “HDRN.” Upon closing of the transaction, Hadron would become the first publicly listed, light water micro modular reactor company. The U.S. Securities and Exchange Commission declared the Form S-4 registration statement of GigCapital7 Corp. effective on April 15, 2026. The transaction is expected to close in May, subject to remaining customary closing conditions, including approval by GigCapital7 shareholders at the upcoming special shareholders meeting and satisfaction of customary Nasdaq listing requirements. On May 7, 2026, GigCapital7 shareholders approved the transaction.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, Inc., is serving as the exclusive financial advisor and lead capital markets advisor to Hadron. Andrew M. Tucker, Rebekah D. McCorvey, Brian H. Pandya, John A. Reade, Timothy B. Collins, Christopher D. Durham, Stephen DiBonaventura, Hope P. Krebs, Louis C. Formisano, Elizabeth (Liz) Hodgson and Geoffrey M. Goodale of Duane Morris LLP are serving as legal counsel for Hadron and GigAcquisitions7 Corp. Jeffrey C. Selman and John F. Maselli of DLA Piper LLP (US) is serving as legal counsel for GIG. The Blueshirt Group is serving as investor relations advisor for Hadron. Aspectus Group is serving as strategic communications advisors for Hadron. Continental Stock Transfer & Trust Company acted as transfer agent to GIG. Morrow & Co., LLC served as information agent to GigAcquisitions7 and GigCapital7 has agreed to pay Morrow Sodali LLC a fee of $20,000, plus disbursements.
Hadron Energy, Inc. completed the acquisition of GigCapital7 Corp. (NasdaqGM:GIG) from group of shareholders in a reverse merger transaction on May 22, 2026. The combined company has changed its name to Hadron Energy, Inc. and its common stock and warrants will begin trading on Nasdaq under the new symbols “HDRN” and “HDRNW”, respectively, on May 26, 2026. Each existing GigCapital7 unit will separate into its components consisting of one share of common stock under the new symbol “HDRN” and one warrant under the new symbol “HDRNW” and, as a result, the GigCapital7 units will no longer trade as a separate security and cease trading on Nasdaq under the symbol “GIG”.
