{"url_path":"/sec/giggw/8-k/2026-06-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2023730/0001193125-26-249151-index.html","accession_number":"0001193125-26-249151","cik":"0002023730","ticker":"HDRN","issuer_name":"Hadron Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023730/0001193125-26-249151-index.html","primary_entity_key":"0002023730","primary_entity_name":"Hadron Energy, Inc."},"word_count":2925,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nAs 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”).\n\nAs 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.\n\nAs 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.\n\nFORM 10 INFORMATION\n\nItem 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.\n\nForward-Looking Statements\n\nCertain 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:\n\n \n\n \n•\n \n\nthe financial and business performance of the Company, including financial projections and business metrics and any underlying assumptions thereunder;\n\n \n\n \n•\n \n\nchanges in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;\n\n \n\n \n•\n \n\nthe Company’s product development timeline and expected start of production;\n\n \n\n \n•\n \n\nthe implementation, market acceptance and success of the Company’s business model;\n\n \n\n \n•\n \n\nthe Company’s ability to scale in a cost-effective manner;\n\n \n\n \n•\n \n\ndevelopments and projections relating to the Company’s competitors and industry;\n\n \n\n \n•\n \n\nrisks 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;\n\n \n\n \n•\n \n\nthe Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;\n\n \n\n \n•\n \n\nexpectations regarding the time during which the Company will be an emerging growth company under the JOBS Act;\n\n \n\n \n•\n \n\nthe Company’s future capital requirements and sources and uses of cash;\n\n \n\n \n•\n \n\nthe Company’s ability to obtain funding for its operations;\n\n \n\n \n•\n \n\nthe Company’s business, expansion plans and opportunities; and\n\n \n\n \n•\n \n\nthe outcome of any known and unknown litigation and regulatory proceedings.\n\nThese 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.\n\nIn 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.\n\nAlthough 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.\n\nBusiness\n\nThe 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.\n\nRisk Factors\n\nThe 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.\n\nFinancial Information\n\nThe 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.\n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nThe 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:\n\n \n\n \n•\n \n\neach 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;\n\n \n\n \n•\n \n\neach of the Company’s officers and directors; and\n\n \n\n \n•\n \n\nall officers and directors of the Company, as a group upon the Closing of the Business Combination.\n\nBeneficial 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.\n\nUnless 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.\n\n \n\nName and Address of Beneficial Owner(1)\n  \nNumber of\nShares(2)\n \n  \n% of\nClass\n \n\nDr. Avi S. Katz (3)\n\n  \n \n13,738,746\n \n  \n \n18.3\n% \n\nSamuel Gibson (4)\n\n  \n \n43,624,075\n \n  \n \n61.0\n% \n\nGibson Family Holdings LLC\n\n  \n \n20,249,584\n \n  \n \n28.3\n% \n\nSG 2026 Irrevocable Exempt Trust\n\n  \n \n427,491\n \n  \n \n*\n% \n\nRahul Shukla\n\n  \n \n— \n \n  \n \n— \n \n\nKen Canavan\n\n  \n \n— \n \n  \n \n— \n \n\nRoss T. Ridenoure\n\n  \n \n499,990\n \n  \n \n*\n% \n\nDr. Andrew M. Ward\n\n  \n \n124,997\n \n  \n \n*\n% \n\nDr. Raluca Dinu (5)\n\n  \n \n13,738,746\n \n  \n \n18.3\n% \n\nGigAcquisitions7 Corp. (6)\n\n  \n \n13,651,246\n \n  \n \n18.1\n% \n\nRaanan I. Horowitz\n\n  \n \n— \n \n  \n \n— \n \n\nAmbassador Adrian Zuckerman\n\n  \n \n— \n \n  \n \n— \n \n\nRalph L. Hunter\n\n  \n \n— \n \n  \n \n— \n \n\nRobert J. Lewis\n\n  \n \n— \n \n  \n \n— \n \n\nBryan L. Timm\n\n  \n \n— \n \n  \n \n— \n \n\nAll directors and officers as a group (12 individuals)\n\n  \n \n58,075,308\n \n  \n \n77.2\n% \n\n \n\n*\n\nRepresents less than 1%.\n\n(1)\n\nUnless otherwise indicated, the business address of each of the individuals is 3 Twin Dolphin Drive, Ste 260, Redwood City, CA 94065.\n\n(2)\n\nBased on 71,498,842 shares of Combined Company Common Stock outstanding as of May 22, 2026.\n\n(3)\n\nRepresents (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.\n\n(4)\n\nRepresents (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.\n\n(5)\n\nRepresents (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.\n\n(6)\n\nRepresents (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.\n\nDirectors and Executive Officers\n\nThe 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.\n\nExecutive Compensation\n\nThe 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.\n\nCertain Relationships and Related Transactions, and Director Independence\n\nThe 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.\n\nLegal Proceedings\n\nThe Company is not subject to any legal proceedings.\n\nProperties\n\nThe 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.\n\nMarket Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters\n\nThe 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.\n\nInformation 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.\n\nRecent Sales of Unregistered Securities\n\nReference 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.\n\nDescription of Registrant’s Securities\n\nThe 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.\n\nIndemnification of Directors and Officers\n\nReference 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.\n\nFinancial Statements and Supplementary Data\n\nReference 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.\n\nFinancial Statements and Exhibits\n\nReference 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."}