📰 What This Document Is 🕊️

This filing is a combination of a Current Report (Form 8-K) and a Supplement to a Proxy Statement. Think of it as a massive "update file" for potential investors. Because this document reports on several major events that occurred around the time of filing (April 2026), it is designed to give stakeholders a detailed look at the company's status, especially concerning its upcoming merger.

The core story is that GigCapital7 Corp. (a SPAC) is finalizing its merger with Hadron Energy, Inc. Both companies are announcing major changes to the original deal terms, particularly adjusting the expected valuation. 👉 This filing tells you exactly how the valuation was revised, what the new transaction structure looks like, and the technical details of the advanced nuclear microreactor (MMR) that will power the combined company.

🏢 Who Is The Company and What Does It Do ☢️

GigCapital7 Corp. is a Private-to-Public Equity (PPE) company, often known as a Special Purpose Acquisition Company (SPAC). In simple terms, a SPAC is a shell company whose job is to find a high-tech company to merge with, thereby helping that target company go public without undergoing a traditional, expensive IPO.

Hadron Energy, Inc. is the target company—a pioneer in advanced nuclear technology. They specialize in developing the Halo Micro-Modular Reactor (MMR), which is a small, highly portable, and carbon-free power source. 👉 The combined company will be a leader in the next generation of nuclear energy, providing reliable power solutions for data centers, industrial hubs, and remote communities.

💰 The Core Business Combination Terms 🔗

The most critical part of this filing is the amendment to the original Business Combination Agreement. The original plan to merge was subject to changes based on current market conditions.

• The Merger: GigCapital7, through its subsidiary Merger Sub, is scheduled to merge with Hadron Energy, Inc. The merger is expected to close in May, making Hadron the first publicly traded company focused on light-water MMR technology.
• The Big Change—Valuation: The original proposed valuation of Hadron was significantly adjusted. The "Public Company (Pre-Capital Raise) Valuation" was amended to $776,599,997.
• New Deal Size: This revised valuation reduces the total merger consideration for Hadron to $600 million.
• Share Structure: The combination means the combined company will issue 60,000,000 shares of Domesticated Purchaser Common Stock at a nominal value of $10.00 per share, representing the $600 million valuation.
• Timeline Shift: The final chance to complete the deal, known as the "Outside Date," has been extended from April 30, 2026, to May 31, 2026.

⚖️ Financial Commitments and Debt Obligations 💸

In addition to the merger, GigCapital7 addressed its immediate working capital needs by taking out a specific loan. This is important because it shows how the SPAC is funding its operations leading up to the close.

• New Working Capital Note: On April 16, 2026, GigCapital7 issued an amended and restated unsecured convertible promissory note in the principal amount of $293,000.00 to GigAcquisitions7 Corp., which is identified as the "Sponsor."
• Convertibility: This note is designed to convert into units of the combined entity upon the merger's completion. The note is convertible at a price of $10.00 per unit.
• No Interest: Notably, the Amended and Restated Working Capital Note bears no interest, making it a pure funding bridge until the merger closes.

⚛️ The Technology and Market Opportunity 💡

Hadron’s core value lies in its MMR technology and the massive, underserved market need for stable, clean power. The investor presentation details why this technology is a game-changer.

• What it Is: The Halo MMR is a 10 MWe light-water reactor designed to be modular and highly transportable (truck-transportable). This makes it ideal for deployment in tough-to-reach or rapidly developing areas.
• Commercial Adoption: The company is targeting high-growth sectors like data centers, industrial complexes, and remote communities. These areas face "unprecedented load growth" that traditional grids struggle to meet.
• Customer Pipeline: Hadron has secured a non-binding Memorandum of Understanding (MOU) with Smartland Energy, LLC. This agreement establishes a framework for deploying the Halo MMR across up to five qualified Smartland behind-the-meter power projects, which could demand an aggregate capacity of approximately 1.8 GWe.
• Proof of Confidence: To strengthen its finances before the IPO, Hadron successfully completed a $7.5 million pre-IPO equity financing round through SAFE notes, which demonstrates strong belief from strategic investors in the company's future.

📈 Market Positioning and Competitive Edge 🏆

The company provides several data points to reassure investors that their market timing and technology are superior to competitors.

• Market Focus: Advanced nuclear is undergoing a "meaningful valuation recalibration," and Hadron is proactively realigning its value to reflect current, disciplined market realities, avoiding the pitfalls of outdated valuation expectations.
• Performance Advantage: The MMR design is highlighted as having a 10-year useful life and a capacity for 35 MW of thermal power. The use of Low-Enriched Uranium (LEU) fuel is key because it leverages established regulatory frameworks, avoiding the lengthy and uncertain approval timelines associated with exotic fuels.
• Scale & Deployment: The technology is designed to be scalable and efficient, allowing it to deliver power directly at the point of demand, eliminating dependency on expensive and time-consuming grid expansion and transmission infrastructure.

👨‍💼 Leadership and Governance Structure 🧑‍⚖️

The company dedicated a section to detailing its leadership team and corporate structure, assuring investors that the company has deep institutional knowledge.

• Executive Leadership: The CEO of Hadron Energy is Samuel Gibson, and the CFO of GigCapital7 is Christine M. Marshall.
• Board Diversity: The Board of Directors (as presented in the proxy supplement) includes experts in multiple critical areas: nuclear technology, finance, engineering, and regulatory law. For example, one director is a "Global nuclear executive with 35 years of experience in SMR development," while another provides expertise in "international law, regulatory strategy, and geopolitics."
• Governance Detail: The committee structure—including the Audit, Compensation, and Nominating committees—demonstrates established corporate governance practices.

📅 Next Steps and Key Dates 🛎️

This section pulls together all the necessary dates and actions that shareholders need to track.

• SEC Approval: A critical milestone was reached on April 15, 2026, when the SEC declared GigCapital7’s Form S-4 registration statement (which included Hadron) effective.
• Shareholder Meeting: GigCapital7 has scheduled a special shareholders meeting to seek approval for the proposed business combination on May 7, 2026.
• Documentation: All these updates are formally available in the Second Amendment to Business Combination Agreement (Exhibit 2.1), the Amended and Restated Promissory Note (Exhibit 10.1), and the joint Press Release (Exhibit 99.1).

📞 Contact Information and Resources 🌐

If you want more information, the company provided clear channels.

• Hadron Energy Investor Center: https://www.hadronenergy.com/investor-relations
• Hadron Energy Media & Investor Contact: Samuel Gibson, CEO ([email protected])
• GigCapital7 Investor Contact: Christine M. Marshall, CFO ([email protected])

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🧠 The Analogy — The Power Grid Upgrade 🔌

Think of the global electricity grid like a massive, decades-old plumbing system that is constantly struggling to keep up with the demand from new, energy-intensive "appliances," like AI data centers and modern cities. A traditional utility company (the old grid) is great, but it’s slow, rigid, and requires massive, slow construction projects. Hadron is bringing a revolutionary, modular, and clean power source—like a self-contained, advanced water purification system—that can be quickly installed and connected right where the water (power) is needed, bypassing the need to rebuild huge sections of the old infrastructure. The merger gives them the capital structure to execute this physical rollout.

🧩 Final Takeaway — The One Thing to Remember ✨

The merger is highly conditional but significantly de-risked by the revised $600 million valuation and the May 31, 2026 outside date. The key narrative is the pivot from a speculative SPAC merger to a disciplined, market-aligned transaction powered by a technologically superior, factory-built, modular nuclear reactor.