Hadron Energy, Inc. 8-K

What Happened

• Hadron Energy, Inc. (f/k/a GigCapital7 Corp.) filed an 8‑K reporting that its business combination with Hadron Energy Operating Company closed on May 22, 2026. GigCapital7 was renamed Hadron Energy, Inc., and its common stock and warrants began trading on Nasdaq under the symbols HDRN and HDRNW on May 26, 2026. The company also disclosed (via press releases) the approximate cash retained from the GigCapital7 trust after redemptions plus cash Hadron Energy Operating Company had at closing.
• In connection with the closing, the parties entered an Amended and Restated Registration Rights Agreement and a Lock‑Up Agreement, both dated May 22, 2026.

Key Details

• Closing date: May 22, 2026; Nasdaq trading commenced May 26, 2026 (HDRN / HDRNW).
• Registration Rights Agreement: holders can demand up to three registrations (majority in interest required for a demand); holders can also request Form S‑3 (short‑form) registrations and have customary “piggy‑back” rights. The company and holders have mutual indemnification—holders’ indemnity is several (not joint) and capped at the net proceeds they receive.
• Lock‑Up Agreement: Lock‑Up Holders are restricted from transferring most company securities until the earlier of (a) six months after closing; (b) a price‑based release if the share price equals or exceeds $11.50 (adjusted) for 20 of 30 trading days after a 90‑day period; or (c) a change‑of‑control/liquidation transaction. Excludes securities issued under post‑closing incentive plans and open‑market purchases.
• Exhibits: Registration Rights Agreement (Exhibit 10.1), Lock‑Up Agreement (Exhibit 10.2), and press releases (Exhibits 99.1, 99.2) were furnished with the 8‑K.

Why It Matters

• For investors, the closing and Nasdaq listing establish public trading and liquidity for Hadron Energy shares and warrants. Registration rights mean eligible holders can force resale registrations (which can increase available float), while the lock‑up limits insider sales for at least six months or until a significant sustained share price threshold is met—potentially reducing immediate selling pressure. The disclosed cash retained from the trust and operating company affects the company’s initial post‑closing cash runway and working capital.