{"url_path":"/sec/giggw/8-k/2026-06-01/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders","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":744,"has_tables":true,"body_markdown":"Item 3.03.\n\nMaterial Modification to Rights of Security Holders\n\nAmended and Restated Certificate of Incorporation\n\nImmediately prior to the Closing of the Business Combination, GigCapital7’s amended and restated certificate of incorporation (the “Charter”), was further amended and restated in its entirety (as so amended and restated, the “Amended and Restated Certificate of Incorporation”) to, among other things:\n\n \n\n \n(a)\n\nchange the post-combination company’s name to Hadron Energy, Inc.;\n\n \n\n \n(b)\n\nclassify and divide the Board into three classes, each with terms expiring at different times;\n\n \n\n \n(c)\n\ndelete all provisions relating to Domesticated GigCapital7 as a special purpose acquisition company, the Business Combination and the redemption rights of the Public Shares in connection with the Closing of the Business Combination (including the prior provisions of Article IV, Section 4.8 (Business Combination) and references thereto);\n\n \n\n \n(d)\n\nincrease the authorized share capital of the Company to 625,000,000 total shares, consisting of (i) 615,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (eliminating the Class B common stock previously authorized under the interim certificate of incorporation);\n\n \n\n \n(e)\n\namend certain terms in Article IX (Corporate Opportunities) with respect to certain non-employee directors of the combined company pursuing outside business activities and corporate opportunities; and\n\n \n\n \n(f)\n\namend the exclusive forum provision (Article XI) to provide that (i) the Court of Chancery of the State of Delaware (or, if it lacks jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the sole and exclusive forum for certain internal corporate claims, and (ii) the U.S. federal district courts shall be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, while specifying that such provision does not apply to claims under the Securities Exchange Act of 1934, as amended;\n\nIn addition, the Amended and Restated Certificate of Incorporation provides that any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, and that special meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer of the Company, or the Board of Directors pursuant to a resolution adopted by a majority of the Board. As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, the GigCapital7 shareholders approved this amendment and restatement of the Charter at the Extraordinary Meeting. A more complete summary of the key changes effected by the Amended and Restated Certificate of Incorporation is set forth in the Final Proxy Statement/Prospectus in the section titled “The Organizational Documents Proposals” and is incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.1 hereto and incorporated herein by reference.\n\nAmended and Restated Bylaws\n\nIn connection with the Closing of the Business Combination, GigCapital7’s bylaws were amended and restated (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws, among other things, (i) establish advance notice procedures for stockholder proposals and director nominations to be brought before meetings of stockholders, (ii) restrict the transfer of shares of Combined Company Common Stock issued as consideration pursuant to the Merger, and shares issued to directors, officers and employees upon the settlement or exercise of equity awards, subject to certain customary transfer exceptions, from the Closing until the earliest of (a) six months following the Closing Date, (b) subsequent to Closing, the date on which the closing price of Combined Company Common Stock equals or exceeds $11.50 per share for any 20 Trading Days within any 30 consecutive Trading Day period commencing at least 90 days after the Closing Date, or (c) subsequent to the Closing, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their securities for cash, securities or other property, and (iii) provide for certain other customary governance provisions for a post-business combination Delaware corporation. This summary is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is included as Exhibit 3.2 hereto and incorporated herein by reference."}