Hadron Energy, Inc. 8-K

What Happened Hadron Energy, Inc. (f/k/a GigCapital7) filed an 8‑K reporting the closing of its business combination (Closing Date: May 22, 2026) and the start of trading on The Nasdaq Stock Market under the symbols “HDRN” (common stock) and “HDRNW” (public warrants). The transaction followed an extraordinary shareholder meeting on May 7, 2026. After redemptions by public shareholders, Hadron Energy has 71,498,842 shares of common stock issued and outstanding and several warrant tranches outstanding. The company also amended and restated its certificate of incorporation and bylaws to reflect the post‑combination structure.

Key Details

• Public-share redemptions: 16,834,491 GigCapital7 public shares redeemed at $10.71267171 each, totaling $180,342,375.50; trust cash remaining immediately prior to Closing was approx. $33.9 million.
• Capital structure/warrants: 71,498,842 common shares outstanding; 20,000,000 public warrants ($11.50 exercise), 3,719,000 private warrants ($11.50), and 5,000,000 warrants issued to former Hadron Energy Operating Company warrant holders ($12.00).
• Ownership/control: As of the Closing, directors, executive officers and affiliates beneficially own ~77.2% of common stock; former GigCapital7 shareholders own ~23%.
• Corporate governance and charter changes: Name changed to Hadron Energy, Inc.; board classified into three classes; authorized shares increased to 625,000,000 (615,000,000 common; 10,000,000 preferred); eliminated written-consent for stockholders and limited who can call special meetings; added transfer restrictions on Merger consideration shares and other governance provisions (see transfer restriction triggers and exclusive forum provisions).
• Auditor change: BPM LLP was engaged to replace WithumSmith+Brown, PC (Withum). Withum’s prior reports were unmodified and it supplied a concurrence letter (dated May 29, 2026).
• Other: Company ceased being a shell company and reported succession as a successor issuer under Rule 12g‑3.

Why It Matters This filing confirms the legal and operational completion of Hadron Energy’s SPAC business combination and the start of public trading under new tickers — milestones that convert the company from a blank‑check vehicle into an operating public company. The large insider ownership (~77%) and the redemption activity materially affect public float and liquidity, which can influence trading dynamics and investor access. Charter and bylaw changes set governance rules going forward (board classification, transfer restrictions, exclusive forum), and the auditor transition and clean prior audit reports reduce near‑term accounting uncertainty. Retail investors should note the outstanding warrants, exercise prices, and the concentrated ownership when evaluating liquidity and potential dilution.