1. Basic Information of the Announcement
This announcement is being made pursuant to a Form 425 filed by GigCapital7 Corp. (Nasdaq: GIG) on or around April 16, 2026. The announcement centers on the proposed business combination between GigCapital7 Corp. (“GigCapital7”) and Hadron Energy, Inc. (“Hadron” or the “Company”), a developer of the Halo Micro-Modular Reactor (“MMR”). GigCapital7 is a Private-to-Public Equity™ (PPE) company, also known as a special purpose acquisition company (SPAC).
Hadron has additionally announced the signing of a Uranium Conversion Services Agreement with ConverDyn, GP, a partnership involving the only U.S.-based commercial uranium hexafluoride (UF₆) conversion facility, owned and operated by Solstice Advanced Materials (Nasdaq: SOLS). This agreement complements Hadron’s broader strategic and regulatory roadmap in preparation for the proposed business combination.
2. Transaction Overview
Under the terms of the proposed transaction, GigCapital7 and Hadron plan to enter into a business combination, as evidenced by this Form 425 and a declared-effective Form S-4 registration statement. The shareholders of GigCapital7 are scheduled to vote on the transaction at a meeting set for May 7, 2026, after which the combined company is expected to trade on the Nasdaq Stock Market under the ticker symbol “HDRN.”
3. Key Transaction Terms
According to the announcement, the contemplated business combination assigns a pro-forma equity valuation of approximately US$600.00 million to Hadron prior to closing. Hadron has also secured a US$7.50 million pre-deSPACing bridge equity financing through SAFE notes from strategic investors to further support its roadmap toward commercialization. Completion of the transaction remains subject to various customary closing conditions, including GigCapital7 shareholder approval and regulatory clearance. The final proxy statement, included in GigCapital7’s definitive proxy materials dated April 15, 2026, has been distributed to shareholders ahead of the May 7, 2026 vote.
4. Forward-Looking Statements and Company Commentary
Hadron’s leadership highlighted the significance of its domestic supply chain commitments, including its newly signed agreement with ConverDyn, GP for UF₆ conversion services and the recent submission of its Principal Design Criteria White Paper to the U.S. Nuclear Regulatory Commission (“NRC”). According to the announcement, these steps aim to strengthen Hadron’s readiness for commercial deployment of its 10 MWe Halo MMR.
Hadron has also entered a Memorandum of Understanding with Paragon Energy Solutions, a Mirion Technologies company, to develop Instrumentation & Control architecture for the Halo MMR, and has received NRC acceptance of its Quality Assurance Program Description Topical Report for review. The Company additionally signed a non-binding Memorandum of Understanding with Smartland Energy, LLC to set a framework for potential deployment of the Halo MMR across up to five behind-the-meter power projects.
As stated in the announcement, these developments reflect the Company’s strategy to resolve potential supply chain constraints early and to position itself for a successful commercial launch. GigCapital7 and Hadron emphasize that forward-looking statements addressing the business combination, commercial milestones, and regulatory processes are subject to multiple uncertainties, including market conditions, shareholder approval, and regulatory reviews. Such statements, which may be identified by words such as “plan,” “expect,” “intend,” “will,” or similar expressions, involve risks that could cause actual results to differ materially from the anticipated outcomes. The announcement advises investors to consult the detailed “Risk Factors” and other disclosures provided in GigCapital7’s registration statement and related SEC filings.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it represent an offer or solicitation of a vote or approval. Any offer of securities will be made only by means of a prospectus filed with the Securities and Exchange Commission.
