GigCapital7 Corp.: Company ceased being a shell company as a result of the business combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
Source-grounded facts extracted from GigCapital7 Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
GigCapital7 Corp.: Company ceased being a shell company as a result of the business combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
GigCapital7 Corp.: Amended and restated bylaws to establish advance notice procedures, restrict share transfers for a lock-up period, and provide for other governance provisions.
“In 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”
GigCapital7 Corp.: Amended and restated certificate of incorporation to change company name to Hadron Energy, Inc., classify board, remove SPAC provisions, increase authorized shares, amend corporate opportunities and exclusive forum provisions, and restrict stockholder action by written consent.
“Immediately 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: (a) change the post-combination company’s name to Hadron Energy, Inc.; (b) classify and divide the Board into three classes, each with terms expiring at different times; (c) delete 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); (d) increase 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,”
GigCapital7 Corp. underwent a change of control involving Hadron Energy Operating Company Inc. (closed 2026-05-22).
“As previously announced on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on May 28, 2026 (the “ May 28 Current Report ”), Hadron Energy, Inc. (f/k/a GigCapital7 Corp. (“ GigCapital7 ”)) (the “ Company ” or “ Combined Company ” or “ Hadron Energy ”) consummated its business combination (the “ Business Combination ”) with Hadron Energy Operating Company Inc. (f/k/a Hadron Energy, Inc.) (“ Hadron Energy Operating Company ”) on May 22, 2026, pursuant to that certain Business Combination Agreement, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “Second Amendment”), by and among GigCapital7, MMR Merger Sub, Inc. and Hadron Energy Operating Company (the “ Business Combination Agreement ”).”
GigCapital7 Corp. engaged BPM LLP as its auditor.
“BPM LLP (“ BPM ”), which prior to the Closing, was the independent registered public accounting firm of GigCapital7 Corp., and therefore has been and remains the independent registered public accounting firm of the legal acquiror Company, was engaged by the Board of Directors of Hadron Energy Operating Company and its audit committee to replace WithumSmith+Brown, PC (“Withum”) on April 24, 2026 with an intent for BPM to serve as the independent registered public accounting firm of the accounting acquiror upon the Closing.”
Bryan L. Timm was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Robert J. Lewis was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Ralph L. Hunter was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Ambassador Adrian Zuckerman was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Raanan I. Horowitz was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Dr. Raluca Dinu was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Dr. Avi Katz was elected as Independent Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Dr. Avi Katz was elected as Executive Chairman at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Dr. Andrew M. Ward was named as Chief Technology Officer at GigCapital7 Corp..
“with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026”
Ross T. Ridenoure was named as Chief Nuclear Officer at GigCapital7 Corp..
“with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026”
Ken Canavan was named as Chief Operating Officer at GigCapital7 Corp..
“with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026”
Rahul Shukla was named as Chief Financial Officer at GigCapital7 Corp..
“with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026”
Samuel Gibson was elected as Director at GigCapital7 Corp..
“and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026”
Samuel Gibson was named as Chief Executive Officer at GigCapital7 Corp..
“with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026”
Professor Darius Moshfeghi resigned as Director at GigCapital7 Corp..
“Effective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.”
Karen Rogge resigned as Director at GigCapital7 Corp..
“Effective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.”
Christine M. Marshall resigned as executive officer at GigCapital7 Corp..
“Effective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.”
Dr. Avi Katz resigned as executive officer at GigCapital7 Corp..
“Effective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.”
GigCapital7 Corp. entered into Lock-Up Agreement with certain stockholders of Hadron Energy Operating Company.
“the Company, Hadron Energy Operating Company and certain stockholders of Hadron Energy Operating Company, (each, a “ Lock-Up Holder ” and, collectively, the “ Lock-Up Holders ”) entered into a Lock-Up Agreement (the “ Lock-Up Agreement ”).”
GigCapital7 Corp. entered into Registration Rights Agreement with certain stockholders of the Company and certain stockholders of Hadron Energy Operating Company.
“the Company, GigAcquisitions7 Corp., a Cayman Islands exempted company (the “ Sponsor ”), and certain stockholders of the Company party to that certain Registration Rights Agreement dated as of August 28, 2024 (the “ Original RRA ”), and certain stockholders of Hadron Energy Operating Company (the “ Restricted Company Security Holders ” and, together with the Sponsor and the other parties to the Original RRA, the “ Registration Rights Holders ”) entered into an Amended and Restated Registration Rights Agreement (the “ Registration Rights Agreement ”), which amended and restated the Original RRA in its entirety.”
GigCapital7 Corp.: GigCapital7 adopted new bylaws (the Domesticated GigCapital7 Bylaws) in connection with its domestication from Cayman Islands to Delaware, effective May 8, 2026 (effective 2026-05-08).
“On May 8, 2026, GigCapital7 effectuated the Domestication by filing (i) a voluntary declaration pursuant to Section 206(3) of the Companies Act (revised) of the Acts of the Cayman Islands, (ii) a certificate of corporate domestication with the Secretary of State of the State of Delaware (the “ DE SoS ”), and (iii) an interim certificate of incorporation with the DE SoS (the “ Domesticated GigCapital7 Charter ”). Domesticated GigCapital7 also adopted bylaws (the “ Domesticated GigCapital7 Bylaws ” and together with the Domesticated GigCapital7 Charter, the “ Domesticated GigCapital7 Governing Documents ”) in connection with the Domestication.”
GigCapital7 Corp.: GigCapital7 domesticated from Cayman Islands to Delaware, adopting a new interim certificate of incorporation (the Domesticated GigCapital7 Charter) effective May 8, 2026 (effective 2026-05-08).
“On May 8, 2026, GigCapital7 effectuated the Domestication by filing (i) a voluntary declaration pursuant to Section 206(3) of the Companies Act (revised) of the Acts of the Cayman Islands, (ii) a certificate of corporate domestication with the Secretary of State of the State of Delaware (the “ DE SoS ”), and (iii) an interim certificate of incorporation with the DE SoS (the “ Domesticated GigCapital7 Charter ”). Domesticated GigCapital7 also adopted bylaws (the “ Domesticated GigCapital7 Bylaws ” and together with the Domesticated GigCapital7 Charter, the “ Domesticated GigCapital7 Governing Documents ”) in connection with the Domestication.”
GigCapital7 Corp. shareholders approved The shareholders approved the election, effective upon the Closing, of eight directors classified into three classes to serve staggered terms on the board of directors (the “ Board ”) of the Company until the 2027, 2028 and 2029 annual meetings of stockholders and until their respective successors a at the 2026-05-07 meeting.
“Proposal 7: The shareholders approved the election, effective upon the Closing, of eight directors classified into three classes to serve staggered terms on the board of directors (the “ Board ”) of the Company until the 2027, 2028 and 2029 annual meetings of stockholders and until their respective successors are duly elected and qualified: For Against Abstained Class B Shares: 11,165,450 0 0”
GigCapital7 Corp. shareholders approved The shareholders approved the Hadron Energy, Inc. Equity Incentive Plan (the “ Equity Incentive Plan ”), including the authorization of the initial share reserve under the Equity Incentive Plan at the 2026-05-07 meeting.
“Proposal 6: The shareholders approved the Hadron Energy, Inc. Equity Incentive Plan (the “ Equity Incentive Plan ”), including the authorization of the initial share reserve under the Equity Incentive Plan: For Against Abstained Shares: 19,628,020 1,147,287 10,711”
GigCapital7 Corp. shareholders approved The shareholders approved, on an advisory, non-binding basis, the elimination of the Class B common stock upon the Closing and the adoption of (a) Delaware as the exclusive forum for certain shareholder litigation and (b) the federal district courts of the United States of America as the exclusive f at the 2026-05-07 meeting.
“Proposal 5B: The shareholders approved, on an advisory, non-binding basis, the elimination of the Class B common stock upon the Closing and the adoption of (a) Delaware as the exclusive forum for certain shareholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended: For Against Abstained Shares: 19,633,240 1,142,153 10,625”
GigCapital7 Corp. shareholders approved The shareholders approved, on an advisory, non-binding basis, the authorization of (a) 600,000,000 shares of common stock, (b) 15,000,000 shares of Class B common stock, and (c) 10,000,000 shares of preferred stock at the 2026-05-07 meeting.
“Proposal 5A: The shareholders approved, on an advisory, non-binding basis, the authorization of (a) 600,000,000 shares of common stock, (b) 15,000,000 shares of Class B common stock, and (c) 10,000,000 shares of preferred stock: For Against Abstained Shares: 19,624,846 1,144,850 16,322”
GigCapital7 Corp. shareholders approved The shareholders approved (a) a new certificate of incorporation and (b) new bylaws (together, the “ Governing Documents ”), wherein the Governing Documents will govern the Company following the Closing at the 2026-05-07 meeting.
“Proposal 4B: The shareholders approved (a) a new certificate of incorporation and (b) new bylaws (together, the “ Governing Documents ”), wherein the Governing Documents will govern the Company following the Closing: For Against Abstained Class A Shares: 8,513,870 1,095,978 10,720 Class B Shares: 11,165,450 0 0”
GigCapital7 Corp. shareholders approved The shareholders approved (a) an interim certificate of incorporation and (b) interim bylaws (together, the “ Interim Governing Documents ”), wherein the Interim Governing Documents will govern the Company between the Domestication and closing of the Business Combination (the “ Closing ”) at the 2026-05-07 meeting.
“Proposal 4A: The shareholders approved (a) an interim certificate of incorporation and (b) interim bylaws (together, the “ Interim Governing Documents ”), wherein the Interim Governing Documents will govern the Company between the Domestication and closing of the Business Combination (the “ Closing ”): For Against Abstained Class A Shares: 8,513,498 1,095,945 11,125 Class B Shares: 11,165,450 0 0”
GigCapital7 Corp. shareholders approved The shareholders approved the issuance of up to an estimated 60,000,000 shares of post-Business Combination common stock to the Hadron stockholders at the 2026-05-07 meeting.
“Proposal 3: The shareholders approved the issuance of up to an estimated 60,000,000 shares of post-Business Combination common stock to the Hadron stockholders: For Against Abstained Shares: 19,678,191 1,096,672 11,155”
GigCapital7 Corp. shareholders approved The shareholders approved the transfer by way of continuation and domestication of the Company from the Cayman Islands to the State of Delaware pursuant to the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands (the “ Domestication ”) at the 2026-05-07 meeting.
“Proposal 2: The shareholders approved the transfer by way of continuation and domestication of the Company from the Cayman Islands to the State of Delaware pursuant to the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands (the “ Domestication ”): For Against Abstained Class B Shares: 11,165,450 0 0”
GigCapital7 Corp. shareholders approved The shareholders approved and adopted the Business Combination Agreement, dated as of September 27, 2025, as amended, by and among the Company, Hadron Energy, Inc. (“ Hadron ”), and MMR Merger Sub, Inc. (“ Merger Sub ”), and approved the business combination contemplated thereby (the “ Business Comb at the 2026-05-07 meeting.
“Proposal 1: The shareholders approved and adopted the Business Combination Agreement, dated as of September 27, 2025, as amended, by and among the Company, Hadron Energy, Inc. (“ Hadron ”), and MMR Merger Sub, Inc. (“ Merger Sub ”), and approved the business combination contemplated thereby (the “ Business Combination ”), including the merger of Merger Sub with and into Hadron, with Hadron surviving the merger, and issuance of common stock of the Company to Hadron equity holders as merger consideration, by the votes set forth in the table below: For Against Abstained Shares: 19,681,540 1,094,478 10,000”
GigCapital7 Corp. entered into Forward Purchase Agreement with certain investors (together, the "Seller") valued at maximum of 546,219 Class A Ordinary Shares (effective 2026-05-06).
“On May 6, 2026, GigCapital7 and Target entered into a forward stock purchase agreement (the “ Forward Purchase Agreement ”) with certain investors (together, the “ Seller ”) for an OTC Equity Prepaid Forward Transaction.”
GigCapital7 Corp. entered into Non-Redemption Agreement with certain of the public stockholders of GigCapital7 (effective 2026-05-01).
“On May 1, 2026, GigCapital7 Corp. (the “ GigCapital7 ”) entered into separate agreements (each, a “ Non -Redemption Agreement ”, and together, the “ Non-Redemption Agreements ”) with certain of the public stockholders of GigCapital7”
GigCapital7 Corp. amended convertible notes of $293,000.00 with GigAcquisitions7 Corp. at bears no interest maturing repayable in full upon the consummation of a business combination.
“On April 16, 2026, GigCapital7 issued an amended and restated unsecured convertible promissory note (the “ Amended and Restated Working Capital Note ”) in the principal amount of $293,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the “ Sponsor ”). The Amended and Restated Working Capital Note amends, restates, supersedes and replaces that certain unsecured convertible promissory note dated January 30, 2026, in the principal amount of $148,000 previously issued by GigCapital7 to the Sponsor (the “ Prior Note ”). The Company issued the Amended and Restated Working Capital Note in consideration for a loan from the Sponsor to fund GigCapital7’s working capital requirements. The Amended and Restated Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination.”
GigCapital7 Corp. issued 14,800 private placement units of unit to unspecified for conversion of entire principal balance of Working Capital Note.
“An aggregate of 14,800 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted.”
GigCapital7 Corp. incurred convertible notes of $148,000.00 with GigAcquisitions7 Corp. at no interest maturing upon the consummation of a business combination.
“On January 30, 2026, GigCapital7 Corp., a Cayman Islands exempted company (the "Company"), issued an unsecured convertible promissory note (the "Working Capital Note") in the principal amount of $148,000.00 to GigAcquisitions7 Corp., a Cayman Islands exempted company (the "Sponsor").”
Karen Rogge was elected as Director at GigCapital7 Corp..
“When the election of Messrs. Raanan I. Horowitz, Adrian Zuckerman, Darius Moshfeghi and Ms. Karen Rogge as directors of the Company became effective on August 30, 2024, each of them entered into an indemnity agreement with the Company.”
Darius Moshfeghi was elected as Director at GigCapital7 Corp..
“When the election of Messrs. Raanan I. Horowitz, Adrian Zuckerman, Darius Moshfeghi and Ms. Karen Rogge as directors of the Company became effective on August 30, 2024, each of them entered into an indemnity agreement with the Company.”
Adrian Zuckerman was elected as Director at GigCapital7 Corp..
“When the election of Messrs. Raanan I. Horowitz, Adrian Zuckerman, Darius Moshfeghi and Ms. Karen Rogge as directors of the Company became effective on August 30, 2024, each of them entered into an indemnity agreement with the Company.”
Raanan I. Horowitz was elected as Director at GigCapital7 Corp..
“When the election of Messrs. Raanan I. Horowitz, Adrian Zuckerman, Darius Moshfeghi and Ms. Karen Rogge as directors of the Company became effective on August 30, 2024, each of them entered into an indemnity agreement with the Company.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.