Table of Contents

Table of Contents

As filed with the U.S. Securities and Exchange Commission on June 6, 2024.

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~~Registration~~As Nofiled with the U. ~~333-~~ S. Securities and Exchange Commission on June 15, 2026.

Registration

No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~GigCapital7~~Hadron ~~Corp~~Energy, Inc.

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Cayman Islands	6770	98-1790710
Delaware	4991	33-4336458
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code No.)	(I.R.S. EmployerIdentification No.)

~~1731~~Samuel ~~Embarcadero~~Gibson ~~Rd., Suite 200~~

~~Palo~~Chief ~~Alto,~~Executive CAOfficer ~~94303~~

~~(650)~~3 ~~276-7040~~Twin Dolphin Drive, Suite 260,

Redwood City,

~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~ CA

94065

Telephone:

~~Dr.~~(650) ~~Avi S. Katz~~ 395-0050

~~Chairman~~(Address, Including Zip Code, and ~~Chief~~Telephone Number, Including Area Code, of Registrant’s Principal Executive ~~Officer~~Offices)

~~GigCapital7~~(Name, ~~Corp.~~Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

1731 Embarcadero Rd., Suite 200

Palo Alto, CA 94303

(650) 276-7040

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey C. Selman, Esq. Elena Nrtina, Esq. DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 Telephone: (415) 615-6095 Facsimile: (415) 659 7465 Joseph Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky Brookman LLP 111 Broadway, Suite 807 New York, NY 10006 Telephone: (212) 417-8160 Facsimile: (212) 417-8161

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, California 94105

Tel: (415)

615-6035

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

AsIf ~~soon~~any asof ~~practicable~~the ~~after~~securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the ~~effective~~Securities ~~date~~Act of ~~this~~1933, ~~registration~~please ~~statement~~check the following box. ☒

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-~~filer, a smaller reporting company or an emerging growth company. See the definitions of “large~~ accelerated ~~filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

under the Securities Exchange Act of 1934:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeNeither ~~may~~we ~~not~~nor the Selling Securityholders may sell these securities until the registration statement filed with the ~~U.S.~~ Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS ~~SUBJECT TO COMPLETION, DATED JUNE 6, 2024~~

~~$250~~SUBJECT TO COMPLETION-DATED JUNE 15,~~000,000~~ 2026

~~GigCapital7~~HADRON ~~Corp~~ENERGY, INC.

25Up to 28,~~000~~719,000 ~~Units~~Shares of Common Stock

~~GigCapital7 Corp.,~~Up ~~a Cayman Islands exempted company (the “Company”), is a newly organized Private-~~to~~-Public~~ ~~Equity (PPE) company~~57, ~~also known as a blank check company or special purpose acquisition company (“SPAC”)~~432,395 ~~formed~~shares ~~by an affiliate~~ of ~~the~~Common ~~serial~~Stock ~~SPAC~~by ~~issuer GigCapital Global, for~~ the ~~purpose~~Selling ofSecurityholders entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on companies in the technology, media, and telecommunications (“TMT”), artificial intelligence and machine learning (“AI/ML”), cybersecurity, medical technology and medical equipment (“MedTech”), semiconductors and sustainable industries.

~~This is an initial public offering of our securities. We are offering 25~~3,~~000~~719,000 ~~units~~Warrants ~~at an offering price of $10.00 each. Each unit consists of one share of our Class A ordinary shares, and three quarters of one redeemable warrant. We refer herein~~ to ~~the~~Purchase ~~units~~Shares sold in this offering as our “public units,” and the components thereof as our “public shares” and “public warrants,” respectively. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of ~~$11.50~~Common ~~per~~Stock share. Each warrant will become exercisable on the later of the consummation of our initial business combination, or 12 months after this registration statement is declared effective by the Securities and Exchange Commission (“SEC”) and will expire on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in this prospectus. Warrants will only be exercisable for whole shares. We have also granted our underwriter, Spartan Capital Securities, LLC (“Spartan Capital”), a 45-day option to purchase up to an additional 3,750,000 units solely to cover over-allotments, if any.

WeThis ~~will~~prospectus ~~provide~~relates to the ~~purchasers~~issuance by us of ~~our~~an ~~public~~aggregate ~~units~~of up to 28,719,000 shares orof ~~our~~common ~~“public~~stock, ~~shareholders~~$0.0001 par value per share, (the “Common Stock”) ~~with~~of ~~the~~Hadron ~~opportunity~~Energy, toInc. ~~redeem~~(“Hadron ~~all~~Energy” or athe ~~portion~~“Company”), which consists of ~~their~~ ~~public~~(i) up to 20,000,000 shares of Common Stock that are issuable upon the ~~completion~~exercise of ~~our~~20,000,000 ~~initial~~warrants, ~~business~~each ~~combination~~exercisable for one share of Common Stock at a price of $11.50 per~~-share~~ ~~price~~warrant (the “Public Warrants”), ~~payable~~originally issued in ~~cash~~the initial public offering (“IPO”) of GigCapital7 Corp. (“GigCapital7”) by the holders thereof, ~~equal~~(ii) up to 3,719,000 shares of Common Stock that are issuable upon the ~~aggregate~~exercise ~~amount~~of ~~then~~3,719,000 onprivate ~~deposit~~placement inwarrants, each exercisable for one share of Common Stock at a price of $11.50 per warrant (the ~~trust~~“Private ~~account~~Warrants”), ~~described~~originally ~~below~~issued asin the private placement of ~~2 business~~units ~~days~~that ~~prior~~closed concurrently with the IPO, and (iii) up to ~~consummation~~5,000,000 shares of Common Stock that are issuable upon the ~~initial~~exercise ~~business~~of ~~combination~~5,000,000 ~~including~~warrants, ~~interest~~each ~~(which~~exercisable ~~interest~~for ~~shall~~one beshare ~~net~~of Common Stock at a price of ~~taxes~~$12.00 ~~payable,~~per ifwarrant ~~any~~(the “Hadron Private Warrants”), ~~divided~~originally byissued at the ~~number~~closing of ~~then~~the ~~issued~~merger ~~and~~(the ~~outstanding~~“Merger”) ~~public~~between ~~shares,~~MMR ~~subject~~Merger toSub, ~~the~~Inc. ~~limitations~~(“Merger Sub”) and ~~on the~~Hadron ~~conditions~~Energy ~~described~~Operating ~~herein~~Company, Inc. ~~The~~(“Hadron ~~amount~~OpCo”) in exchange for warrants previously issued by Hadron OpCo (the ~~trust~~Hadron ~~account~~Private ~~will~~Warrants, ~~initially~~together bewith ~~$10.00~~the ~~per~~Public ~~public~~Warrants ~~share~~and the Private Warrants, the “Warrants”).

~~Our~~We sponsor, GigAcquisitions7 Corp., a Cayman Islands exempted company (“Sponsor”), has committed, pursuant to a written agreement, to purchase an aggregate of 3,719,000 warrants in a private placement that will ~~close~~receive ~~simultaneously with this offering at~~ the price $0.09922 per warrant. We refer to these warrants throughout this prospectus as the “private placement warrants.” Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. A portion of the proceeds from ~~the~~any ~~sale~~exercise of ~~the~~any ~~private~~Warrants ~~placement~~for ~~warrants will be placed in the trust account described below~~cash.

AtThis ~~our~~prospectus ~~formation~~also onrelates ~~May 8~~to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 57,432,395 ~~2024~~shares of Common Stock and warrants to purchase up to 3,719,000 ~~our~~shares ~~Sponsor~~of Common Stock, consisting of (i) 10,207,246 shares of Common Stock (the “Founder Shares”) initially acquired ~~one~~by ~~Class B~~our ~~ordinary~~predecessor’s ~~share~~sponsor, ~~for~~GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”), at an effective purchase price of $0.~~0001.~~00979696 ~~Subsequently~~per ~~on May 31~~share, ~~2024,~~of ~~our~~which the Sponsor ~~purchased~~retains 169,~~999~~932,~~999~~246 ~~Class B~~shares ~~ordinary~~and previously transferred 100,000 shares ~~from~~to usthe Philharmonic-Symphonic Society of New York (the “NY Philharmonic”) as a charitable contribution, and 175,000 shares to Yield Point NY LLC (“Yield Point”) in a sale on January 21, 2026 for an aggregate purchase price of $~~100~~148,~~000~~750, or(ii) 3,126,087 shares of Common Stock (the “Private Placement Shares”) acquired by certain non-managing investors in private placements of shares prior to the IPO (300,000 shares) at an effective purchase price of $0.~~00588235~~01 per share or concurrently with the IPO (2,826,087 shares) at an effective purchase price of $1.15 per share, (iii) 44,099,062 shares of Common Stock (“Closing Shares”) issued to former holders of shares of common stock of Hadron OpCo as merger consideration for such shares in connection with the Business Combination, which upare parties to 2the Amended and Restated Registration Rights Agreement,~~500~~ dated May 22, 2026, and the closing price of the shares issued as merger consideration on such date was $5.16 per share, and (iv) 3,719,000 ~~founder~~Private Warrants issued to the Sponsor as a part of the units in the private placement, at an effective purchase price of $11.50 per warrant. We will not receive any proceeds from the sale of shares ~~remain~~of ~~subject~~Common Stock or Private Warrants by the Selling Securityholders pursuant to ~~forfeiture~~this ~~depending~~prospectus. onHowever, we will pay the ~~extent~~ expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the ~~underwriter’s~~Selling ~~over-allotment~~Securityholders ~~option~~are isset ~~exercised~~forth ~~during~~in this prospectus under the heading “Description of Securities.”

We could receive up to an aggregate of approximately $333 million if all of the Warrants are exercised for cash. However, we will only receive such proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any of their exercise, are highly dependent on the price of our shares of Common Stock and the spread between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. We have outstanding (i) 20,000,000 Public Warrants to purchase 20,000,000 shares of our Common Stock, exercisable at an exercise price of $11.50 per warrant, (ii)

~~this~~3,719,000 ~~offering.~~Private ~~Following~~Warrants ~~the~~to ~~May 31~~purchase 3,719,000 ~~2024~~shares ~~purchase,~~of our ~~Sponsor~~Common ~~surrendered 300~~Stock,~~000~~ ~~Class B~~exercisable ~~ordinary~~at ~~shares~~an toexercise usprice ~~for~~of no$11.50 ~~consideration~~per warrant, ~~resulting~~and in(iii) ~~our~~5,000,000 ~~Sponsor~~Hadron ~~holding~~Private 16Warrants to purchase 5,~~700~~000,000 ~~Class B~~ ~~ordinary~~ shares. Onof ~~June 6,~~our ~~2024~~Common Stock, weexercisable ~~issued~~at ~~300,000~~an ~~Class B~~exercise ~~ordinary~~price ~~shares~~of to$12.00 anper ~~advisor~~warrant. ~~for~~If ~~its~~the ~~consulting~~market ~~services~~price inof ~~this~~our ~~offering~~Common ~~for~~Stock ais ~~purchase~~less than the exercise price of ~~$0.01~~a ~~per~~holder’s ~~share~~Warrants, orit anis ~~aggregate~~unlikely ~~purchase~~that ~~price~~holders ofwill ~~$3,000~~exercise their Warrants. As ~~a result~~of June 12, as2026, of the ~~date~~closing price of ~~this~~our ~~prospectus,~~Common weStock ~~have~~was ~~17,000,000 Class~~$2.74 Bper ~~ordinary~~share. ~~shares,~~There orcan ~~“founder~~be ~~shares,”~~no ~~outstanding.~~assurance ~~See~~that ~~“Summary—~~our ~~The~~Warrants ~~Offering—~~will ~~Sponsor’s~~be ~~Securities~~in ~~and~~the ~~Compensation” for~~money ~~further~~prior ~~discussion~~to ontheir ~~Sponsor’s~~expiration. ~~and~~Our ~~our~~Public ~~affiliates’~~Warrants ~~securities~~under ~~and~~certain ~~compensation.~~conditions, ~~The~~as ~~proceeds~~described ~~from~~in the ~~sale~~Warrant ofAgreement ~~the~~(as ~~founder~~defined ~~shares~~below), ~~will~~are ~~not~~redeemable beby ~~placed~~us inat ~~the~~a ~~trust~~price ~~account~~of ~~described~~$0.01 ~~below~~per Public Warrant. ~~Prior~~The toPrivate ~~the~~Warrants ~~completion~~and ofHadron ~~our~~Private ~~initial business~~Warrants ~~combination,~~are ~~only~~not ~~holders~~redeemable ofand ~~our~~are ~~Class B~~exercisable ~~ordinary~~on ~~shares~~a ~~will~~cash beor ~~entitled~~cashless tobasis; ~~vote~~if the Private Warrants or Hadron Private Warrants are exercised on ~~the~~a ~~election~~“cashless ofbasis,” ~~directors~~whether or innot athe ~~vote~~Private toWarrants ~~transfer~~or Hadron Private Warrants are in the ~~company~~money, bywe ~~way~~will ofnot ~~continuation~~receive tocash afor ~~jurisdiction~~such ~~outside~~exercise. As such, it is possible that we may never generate any cash proceeds from the ~~Cayman~~exercise ~~Islands~~of our Warrants.

AsWe ~~more~~are ~~fully~~registering ~~discussed~~the insecurities ~~“Management—Conflicts~~for ofresale ~~Interest,”~~pursuant ~~each~~to ofthe ~~our~~Selling ~~officers~~Securityholders’ ~~and~~registration ~~directors presently~~rights ~~has,~~under ~~and~~certain ~~any~~agreements ofbetween ~~them~~us inand ~~the~~such ~~future~~persons. ~~may~~Our ~~have~~registration ~~additional,~~of ~~fiduciary,~~the ~~contractual~~securities orcovered ~~other~~by ~~obligations~~this orprospectus ~~duties~~does tonot ~~one~~mean orthat ~~more~~the ~~other~~Selling ~~entities~~Securityholders ~~pursuant~~will tooffer ~~which such officer~~ or ~~director~~sell isany orof ~~will~~the beshares ~~required~~of toCommon ~~present a business combination opportunity to such entities~~Stock. The ~~low~~Selling ~~price~~Securityholders ~~that~~may ~~our Sponsor~~offer, ~~executive~~sell ~~officers~~or ~~and~~distribute ~~directors~~all ~~(directly~~ or ~~indirectly)~~a ~~paid~~portion ~~for~~of ~~the~~their ~~founder~~ shares ~~creates~~of anCommon ~~incentive~~Stock ~~whereby~~publicly ~~our~~or ~~officers~~through ~~and~~private ~~directors~~transactions ~~could~~at ~~potentially~~prevailing ~~make~~market aprices ~~substantial profit~~or ~~even~~at ifnegotiated ~~we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders~~prices. IfWe wewill ~~are~~not ~~unable~~receive toany ~~complete~~proceeds ~~our initial business combination within 24 months~~ from the ~~closing~~sale of ~~this~~shares ~~offering, or by such earlier liquidation date as our board~~ of ~~directors~~Common ~~may~~Stock ~~approve,~~by the ~~founder~~Selling ~~shares and private placement warrants may expire worthless~~Securityholders, ~~except~~pursuant to ~~the~~this ~~extent~~prospectus. ~~they~~We ~~receive~~provide ~~liquidating~~more ~~distributions~~information ~~from~~about ~~assets~~how ~~outside~~ the ~~trust~~Selling ~~account,~~Securityholders ~~which could~~may ~~create~~sell anthe ~~incentive~~shares ~~for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines~~ in ~~value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if~~ the ~~retention~~section orentitled ~~resignation~~“Plan of ~~any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination~~Distribution.”

~~Our~~We ~~Sponsor~~are isan ~~supported~~“emerging bygrowth ~~affiliates~~company” ofas ~~Meteora~~defined ~~and/or Meteora Capital, LLC, an investment adviser specializing~~ in ~~SPAC-related investments~~Section 2(~~“Meteora”~~a). ~~Meteora’s~~of ~~principals have previous experience across~~ the ~~full~~Securities ~~lifecycle~~Act of ~~SPACs~~1933, ~~from~~as ~~the~~amended, ~~initial~~and ~~public~~are ~~offering~~subject to ~~the~~reduced ~~de-SPAC~~public ~~business~~company ~~combination~~reporting ~~process~~requirements. ~~Meteora~~This ~~will~~prospectus ~~act~~complies aswith ~~a consultant to~~ the ~~Company~~requirements inthat ~~connection~~apply ~~with this offering. Meteora will be paid by Spartan Capital for consulting services. Meteora is expected~~ to ~~purchase~~ ~~units~~an ~~from~~issuer ~~the~~that ~~underwriter in this offering at the offering price. Meteora~~ is ~~neither a broker-dealer nor affiliated with one and is not acting as~~ an ~~underwriter~~emerging ingrowth ~~connection with this offering~~company.

~~Certain~~Sales ~~institutional~~of ~~investors~~a ~~(none~~substantial number of ~~which~~shares ~~are~~of ~~affiliated~~Common ~~with~~Stock ~~any~~in ~~member~~the ofpublic ~~our management~~market, ~~our~~including ~~Sponsor~~the orresale ~~any~~of ~~other~~the ~~investor),~~shares ~~which~~of ~~we refer~~Common toStock asheld ~~the~~by ~~“non-managing~~our ~~investors”~~stockholders ~~throughout~~pursuant to this prospectus, ~~have~~or ~~expressed~~pursuant anto ~~interest~~Rule in144, ~~purchasing~~could upoccur toat anany ~~aggregate~~time. ofThese ~~approximately~~sales, ~~99% of $250 million~~ or ~~$247.5 million of~~ the ~~units~~perception in ~~this offering at~~ the ~~offering~~market ~~price~~that ~~(assuming~~ the ~~underwriter~~holders ~~does~~of ~~not~~a ~~exercise~~large ~~its~~number ~~over-allotment~~of ~~option).~~shares ~~None~~ of ~~the~~Common ~~non-managing~~Stock ~~investors~~intend ~~has expressed~~ to ussell anshares, ~~interest~~could inreduce ~~purchasing~~the ~~more than~~market ~~9.9%~~price of the ~~units~~Common toStock beand ~~sold~~make init ~~this~~more ~~offering.~~difficult ~~There~~for ~~can~~you beto nosell ~~assurance~~your ~~that~~holdings ~~the~~at ~~non-managing~~times ~~investors~~and ~~will~~prices ~~acquire~~that ~~any~~you ~~units,~~determine ~~either~~are ~~directly~~appropriate. orShares ~~indirectly,~~of inCommon ~~this~~Stock ~~offering,~~held orby ascertain toof ~~the~~our ~~amount~~stockholders, ofincluding the ~~units~~ ~~the~~Sponsor, ~~non-managing~~were ~~investors~~purchased ~~will~~at ~~retain,~~an ifeffective ~~any,~~price ~~prior~~lower tothan orthe ~~upon~~current ~~the~~market ~~consummation~~price of our ~~initial~~Common ~~business combination~~Stock. ~~Because these expressions of interest are not binding agreements or commitments to purchase~~Accordingly, ~~the~~such ~~non-managing~~stockholders ~~investors~~could ~~may~~sell ~~determine~~their tosecurities ~~purchase~~at a ~~different~~per-share ~~number~~price orthat nois ~~units~~less inthan ~~this offering. In addition,~~ the ~~underwriter~~purchase ~~has~~price ~~full~~other ~~discretion~~stockholders topaid ~~allocate the units to investors~~ and ~~may determine~~still torealize ~~sell~~ a ~~different~~significant ~~number~~profit orfrom ~~no units to~~ the ~~non-managing~~sale ~~investors.~~of ~~The~~those ~~underwriter~~securities ~~will~~that ~~receive~~could ~~the~~not ~~same~~be ~~upfront~~realized ~~discounts and commissions on units purchased~~ by ~~the non-managing~~our ~~investors~~other instockholders. ~~the offering~~Furthermore, ifwe ~~any~~expect that, asbecause itthere ~~will~~is ona ~~the~~large ~~other~~number ~~units sold to the public in this offering. In addition, none~~ of ~~the~~shares ~~non-managing~~being ~~investors~~registered ~~has any~~pursuant ~~obligation~~ to ~~vote~~the ~~any~~registration statement of ~~their~~which ~~public~~this ~~shares~~prospectus informs ~~favor~~a ofpart, ~~our~~the ~~initial~~Selling ~~business~~Securityholders ~~combination.~~will Incontinue ~~the~~to ~~event~~offer ~~that~~ the ~~non-managing~~securities ~~investors~~covered ~~purchase~~thereby ~~such~~pursuant ~~units~~to ~~(either in~~ this ~~offering~~prospectus or ~~after)~~pursuant ~~and~~to ~~vote~~Rule ~~them in~~144 ~~favor~~for ofa ~~our~~significant ~~initial~~period ~~business~~of ~~combination~~time, nothe ~~affirmative~~precise ~~votes~~duration ~~from~~of ~~other~~which ~~public~~cannot ~~shareholders would~~ be ~~required to approve our initial business combination~~predicted. ~~However~~Accordingly, ~~because~~ the ~~non-managing~~adverse ~~investors~~market ~~are not~~and ~~obligated~~price topressures ~~continue~~resulting ~~owning~~from ~~any~~an ~~public~~offering ~~shares~~pursuant ~~following~~to the ~~closing~~registration ~~and~~statement ~~are~~may ~~not~~continue ~~obligated~~for toan ~~vote~~extended ~~any~~period ~~public shares in favor~~ of ~~our~~time. ~~initial business combination, we cannot assure you~~

Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “HDRN,” and our Public Warrants are traded on Nasdaq under the symbol “HDRNW.” On June 12, 2026, the closing price of our Common Stock was $2.74, and on June 12, 2026, the closing price for our Public Warrants was $0.28.

See the section entitled “Risk Factors” beginning on page 15 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 2026.

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

that any of these non-managing investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing investors will vote on any business combination.

Certain non-managing investors have committed, pursuant to written agreements, to purchase an aggregate of 2,166,670 Class B ordinary shares, or “private placement shares,” from us in a private placement that will close simultaneously with this offering at the price $1.50 per share. The private placement shares along with the founder shares will collectively represent 40% of the outstanding ordinary shares upon completion of this offering (excluding any shares underlying the private placement warrants).

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law. If we are unable to complete our initial business combination within the 24-month period, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Class A ordinary shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.

There is presently no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the Nasdaq Capital Market LLC (“Nasdaq”), under the symbol “GIGGU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and the warrants constituting the public units will begin separate trading on the 52nd day following the date of this prospectus, unless the underwriter determines that an earlier date is acceptable, and subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that our Class A ordinary shares and public warrants will be listed on Nasdaq under the symbols “GIG” and “GIGGW,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Price toPublic		UnderwritingDiscount(1)		Proceeds,BeforeExpenses, to us
Per Unit	$	10.00	$	0.03	$	9.97
Total	$	250,000,000	$	750,000	$	249,250,000

(1) $0.03 per unit or $750,000 in the aggregate (or $0.026 per unit or $750,000 in the aggregate if the underwriter’s option to purchase additional units is exercised in full), is payable upon the closing of this offering. There is no deferred underwriting commission payable to the underwriter.

Upon consummation of the offering, $10.00 per public unit sold in this offering (whether or not the over-allotment option has been exercised, and whether exercised in full or part) will be deposited into a segregated trust account located in the United States managed by Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period or (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period.

The underwriter is offering the public units on a firm commitment basis. The underwriter expects to deliver the public units to purchasers on or about, [X], 2024, subject to customary closing conditions.

Spartan Capital

The date of this prospectus is , 2024

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

	Page
Summary		1
ABOUT THIS PROSPECTUS		1
Summary Financial Data		35
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary		36
PROSPECTUS SUMMARY		5
Risk Factors		38
RISK FACTORS		15
Use of Proceeds		89
USE OF PROCEEDS		45
Dividend Policy		92
DETERMINATION OF OFFERING PRICE		46
Dilution		93
DIVIDEND POLICY		47
Capitalization		95
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		96
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PRIVATE HADRON		58
Proposed Business		103
BUSINESS		66
Management		131
MANAGEMENT		86
Principal Shareholders		144
EXECUTIVE AND DIRECTOR COMPENSATION		99
Certain Relationships and Related Party Transactions		147
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		102
Description of Securities		150
PRINCIPAL SECURITYHOLDERS		105
Securities Eligible For Future Sale		168
SELLING SECURITYHOLDERS		107
Certain United States Federal Income Tax Considerations		173
DESCRIPTION OF SECURITIES		113
Underwriting		184
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		121
Legal Matters		192
PLAN OF DISTRIBUTION		128
Experts		193
LEGAL MATTERS		131
Where You Can Find Additional Information		194
EXPERTS		131
Index to Financial Statements		F-1
WHERE YOU CAN FIND MORE INFORMATION		131
INDEX TO FINANCIAL STATEMENTS		F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
SIGNATURES		II-9

Trademarks

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

~~SUMMARY~~ABOUT THIS PROSPECTUS

This ~~summary~~prospectus ~~only~~is ~~highlights~~part of a registration statement on Form S-1 that we filed with the ~~more~~Securities ~~detailed~~and ~~information~~Exchange ~~appearing~~Commission ~~elsewhere~~(the in“SEC”) ~~this~~using ~~prospectus~~the “shelf” registration process. AsUnder this isshelf aregistration ~~summary~~process, itthe ~~does~~Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not ~~contain~~ ~~all~~receive any proceeds from the sale by such Selling Securityholder of the ~~information~~securities ~~that~~offered ~~you~~by ~~should~~them ~~consider~~described in ~~making~~this anprospectus. ~~investment~~This ~~decision~~prospectus also relates to the issuance by us of the shares of the Common Stock issuable upon the exercise of any Warrants. ~~You~~We ~~should~~will ~~read~~not ~~this~~receive ~~entire~~any ~~prospectus~~proceeds ~~carefully~~from the sale of shares of the Common Stock underlying the Warrants pursuant to this prospectus, ~~including~~except with respect to amounts received by us upon the ~~information~~exercise ~~under~~of ~~“Risk~~the ~~Factors”~~Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any of their exercise, are highly dependent on the price of our ~~financial~~shares ~~statements~~of the Common Stock and the ~~related~~spread ~~notes included~~between ~~elsewhere~~the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If the market price of our Common Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will exercise their Warrants. There can be no assurance that our Warrants will be in ~~this~~the ~~prospectus~~money ~~before~~prior ~~investing~~to their expiration.

~~Unless~~Neither ~~otherwise~~we ~~stated~~nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the ~~context~~Selling ~~otherwise requires~~Securityholders take responsibility for, ~~references~~or provide any assurance as to: the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

•We ~~“amended~~may ~~and~~also ~~restated~~provide ~~memorandum~~a ~~and~~prospectus ~~articles~~supplement ofor ~~association”~~post-effective ~~refer~~amendment to the ~~amended~~registration ~~and~~statement ~~restated~~to ~~memorandum~~add information to, or update or change information contained in, this prospectus. You should read both this prospectus and ~~articles~~any ofapplicable ~~association~~prospectus ofsupplement or post-effective amendment to the ~~company~~registration ~~which~~statement ~~will~~together bewith ~~adopted~~the ~~prior~~additional information to which we refer you in the ~~consummation~~sections of this ~~offering;~~prospectus entitled “Where You Can Find More Information.”

•On September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (“~~combined~~GigCapital7”) ~~team~~entered into a Business Combination Agreement, as amended (the “Business Combination Agreement”), ~~refer~~with Hadron Energy, Inc., a Delaware corporation (“Private Hadron”), pursuant to ~~our~~which, ~~management~~following ~~team~~the domestication of GigCapital7 from the Cayman Islands to the State of Delaware (“Domesticated GigCapital7”) (the “Domestication”), MMR Merger Sub, Inc., a Delaware corporation and ~~our~~wholly owned subsidiary of GigCapital7 (“Merger Sub”) merged with and into Private Hadron, with Private Hadron surviving the merger as a wholly owned subsidiary of GigCapital7 (the “Merger” and, together with the Domestication and the other ~~advisors~~transactions contemplated by the Business Combination Agreement, ~~collectively;~~the “Business Combination”) and being renamed as “Hadron Energy Operating Company, Inc.” (“Hadron OpCo”). Following the closing of the Business Combination on May 22, 2026 (the “Closing”), Domesticated GigCapital7 was renamed “Hadron Energy, Inc.” and is referred to herein as the “Company” or “Hadron Energy.” Unless the context indicates otherwise, references in this prospectus to the “Company,” “Hadron Energy,” “we,” “us,” “our” and similar terms refer to Hadron Energy, Inc. (f/k/a GigCapital7 Corp.). References to “GigCapital7” refer to our predecessor company prior to the consummation of the Business Combination.

• “initial shareholders” refer to holders of our founder shares and private placement shares prior to this offering;

• “management” or our “management team” refer to our directors and executive officers;

• “non-managing investors” refer to holders of our private placement shares prior to this offering;

• “permitted transferees” refer to permitted transferees as described under section “Principal Shareholders” of this prospectus;

• “private placement shares” refer to 2,166,670 Class B ordinary shares to be purchased by non-managing investors in a private placement concurrently with this offering;

• “private placement warrants” refer to 3,719,000 warrants to be purchased by the Sponsor in a private placement that will close simultaneously with this offering;

• “public shares” are to our Class A ordinary shares sold as part of the public units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “public shareholders” refer to the holders of our public shares, including our Sponsor (as defined below), executive officers and directors to the extent they purchase public shares, provided that their status as “public shareholders” shall only exist with respect to such public shares;

• “Sponsor” refer to GigAcquisitions7 Corp., a company affiliated with our executive officers, directors and our other advisors; and

• “we,” “us” or “our company” refer to GigCapital7 Corp.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. You should rely only on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with different information. We are not, and the underwriter is not, making an offer of these securities in any jurisdiction where the offer is not permitted. “Private-to-Public Equity (PPE)TM” is a trademark of GigFounders, LLC, an affiliate of our Sponsor, and all are used pursuant to an agreement.

General

We are a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition company, incorporated in the Cayman Islands and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination.

WeCAUTIONARY ~~have~~NOTE ~~not~~REGARDING ~~selected~~FORWARD-LOOKING ~~any~~STATEMENTS specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on companies in the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industries. Our Sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but from the date of our incorporation through the date of this prospectus, there have been no substantive discussions, directly or indirectly, between any of our officers, directors, promoters and other affiliates on our behalf and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us.

WeThe ~~will~~Company ~~seek~~makes toforward-looking ~~capitalize~~statements onin ~~the~~this ~~significant~~prospectus ~~experience~~ and ~~contacts~~in ofdocuments ~~our~~incorporated ~~management~~herein ~~team~~by ~~to complete our initial business combination~~reference. ~~GigCapital7~~All isstatements, ~~our~~other ~~seventh~~than ~~SPAC~~statements ~~affiliated~~of ~~with~~present ~~GigCapital~~or ~~Global,~~historical ~~with~~fact ~~five~~included ofin ~~the~~or ~~other~~incorporated ~~six~~by ~~having~~reference ~~completed~~in ~~business~~this ~~combinations; GigCapital~~prospectus, ~~Inc.~~regarding ~~(“GIG1”),~~the ~~which~~Company’s ~~successfully~~future ~~completed~~financial ~~its business combination with Kaleyra S.p.A.~~performance, ~~following~~as ~~which~~well itas ~~was~~the ~~renamed~~Company’s ~~as Kaleyra~~strategy, ~~Inc.~~future ~~(NYSE~~operations, ~~American:~~financial ~~KLR)~~position, inestimated ~~November 2019~~revenues, and ~~Kaleyra~~losses, ~~Inc.~~projected ~~was~~costs, ~~then~~prospects, ~~acquired~~plans inand ~~November~~objectives ~~2023~~of bymanagement ~~Tata~~are ~~Communications;~~forward-looking ~~GigCapital2, Inc~~statements. ~~(“GIG2”),~~When ~~which~~used ~~successfully completed~~in ~~its~~this ~~business~~prospectus, ~~combination~~the ~~with~~words ~~UpHealth~~“anticipate,” ~~Holding~~“believe,” ~~Inc.~~“continue,” ~~and~~“could,” ~~Cloudbreak~~“estimate,” ~~Health~~“expect,” ~~LLC~~“intends,” ~~following~~“may,” ~~which~~“might,” it“plan,” ~~was~~“possible,” ~~renamed~~“potential,” as“predict,” ~~UpHealth~~“project,” ~~Inc.~~“should,” ~~(NYSE: UPH) in June 2021~~“will,” ~~and~~“would” and ~~UpHealth,~~the ~~Inc.~~negative ~~sold~~of ~~subsidiaries~~such ~~Innovations~~terms ~~Group Incorporated in June 2023 to Belmar Pharma Solutions~~ and ~~Cloudbreak~~other ~~Health~~similar inexpressions ~~March~~are ~~2024~~intended to anidentify ~~affiliate~~forward-looking ~~of GTCR~~statements, ~~LLC~~although C;not ~~GigCapital3,~~all ~~Inc.~~forward-looking ~~(“GIG3”),~~statements ~~which~~contain ~~successfully~~such ~~completed~~identifying ~~its~~words. ~~business~~These ~~combination~~forward-looking ~~with~~statements ~~Lightning~~are ~~Systems,~~based ~~Inc.~~on ~~(doing~~management’s ~~business~~current asexpectations, ~~Lightning eMotors)~~assumptions, ~~following~~hopes, ~~which~~beliefs, itintentions ~~was~~and ~~renamed~~strategies asregarding ~~Lightning~~future ~~eMotors,~~events ~~Inc.~~and ~~(NYSE:~~are ~~ZEV)~~based inon ~~May~~currently ~~2021;~~available ~~GigCapital4,~~information ~~Inc.~~as ~~(“GIG4”),~~to ~~which~~the ~~successfully~~outcome ~~completed~~and ~~its~~timing ~~business~~of ~~combination~~future ~~with BigBear~~events.ai ~~Holdings,~~The ~~LLC,~~Company ~~following~~cautions ~~which~~you itthat ~~was~~these ~~renamed~~forward-looking ~~as BigBear.ai~~statements ~~Holdings,~~are ~~Inc.~~subject ~~(NYSE:~~to ~~BBAI)~~all inof ~~December~~the ~~2021;~~risks and ~~GigCapital5~~uncertainties, ~~Inc.(“GIG5”),~~most of which ~~successfully~~are ~~completed~~difficult ~~its~~to ~~business~~predict ~~combination~~and ~~with~~many QTof ~~Imaging, Inc., following~~ which itare ~~was~~beyond ~~renamed~~the ascontrol QTof ~~Imaging~~the ~~Holdings~~Company, ~~Inc.~~incident ~~(Nasdaq:~~to ~~QTI) in~~its ~~March 2024~~business.

WeThese ~~believe~~forward-looking ~~our~~statements are based on information available as of the date of this prospectus and the Company’s management team’s ~~distinctive~~current ~~background~~expectations, forecasts and ~~record~~assumptions, and involve a number of ~~acquisition~~judgments, known and ~~operational~~unknown ~~success~~risks ~~could~~and ~~have a~~uncertainties ~~significant~~and ~~impact~~other onfactors, ~~target~~many ~~businesses.~~of ~~Although~~which weare ~~may~~outside ~~pursue~~the ~~our~~control ~~initial~~of ~~business~~the ~~combination~~Company inand ~~any~~its ~~business~~directors, ~~industry~~officers orand ~~geographic~~affiliates. ~~location~~Accordingly, weforward-looking ~~currently~~statements ~~intend~~should tonot ~~focus~~be onrelied ~~opportunities~~upon toas ~~capitalize~~representing on the ~~ability~~Company’s management team’s views as of ~~our~~any ~~management~~subsequent ~~team, particularly~~date. ~~our~~The ~~executive~~Company ~~officers,~~does not undertake any obligation to ~~identify~~update, ~~acquire~~add ~~and~~or ~~operate~~to aotherwise ~~business~~correct inany forward-looking statements contained herein to reflect events or circumstances after the ~~TMT~~date they were made, ~~AI/ML~~whether as a result of new information, ~~cybersecurity~~future events, ~~MedTech~~inaccuracies that become apparent after the date hereof or otherwise, ~~semiconductor~~except ~~and~~as ~~sustainable~~may ~~industries~~be required under applicable securities laws.

~~Based~~You should not place undue reliance on these forward-looking statements. Should one or more of a ~~few~~number ~~megatrends~~of inknown ~~the~~and ~~world~~unknown risks and uncertainties materialize, weor ~~believe~~should ~~that~~any of our ~~new~~assumptions ~~SPAC~~prove isincorrect, ~~timely~~our ~~and~~actual ~~relevant~~results toor ~~support~~performance ~~enhancement~~may ofbe ~~public~~materially ~~capital investments~~different infrom ~~growing~~those ~~and~~expressed ~~commercializing~~or ~~innovative~~implied ~~small~~by ~~and~~these ~~middle~~forward-~~cap~~looking ~~exceptional~~statements. ~~technology~~Some ~~companies.~~factors that could cause actual results to differ include, but are not limited to:

~~For~~• ~~one~~projections, ~~urban~~estimates population is expected to increase from today’s 53% to 70% by 2050. Based on United Nations data, overall growth of the world’s population will add close to 2.5 billion people to urban areas by 2050.1 The number of new mega-cities will increase rapidly, particularly in developing countries, requiring massive investments in smart and ~~sustainable~~forecasts city infrastructures. These trends will be further emphasized and challenged by the ongoing demographic shift and new population age structure. In addition, climate change and consequent environmental and social impacts are some of ~~the~~revenue ~~world’s greatest concerns. The United Nations Sustainable Development Goals~~ and ~~the~~other ~~Paris~~financial ~~Climate Agreement are driving the agenda~~ and ~~world’s~~performance efforts toward a green economy and sustainable solutions.2 Consumer sensitivity to sustainable-marketed products grew substantially in the last 5 years, representing today more than 50% of total Consumer Packaged Goods (CPG) metrics;

1• ~~Report~~projections ofabout ~~the~~industry UNtrends ~~Economist~~and ~~Network~~market ~~for the UN 75th Anniversary—Sept. 2020.~~opportunity;

2• UNthe ~~Framework~~Company’s ~~Convention~~ability onto ~~Climate~~scale ~~Change-FCC/CP/2-15/L.9/Rev1.~~and grow its business;

•

the ability to meet and maintain listing standards following the business combination;

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the ability to recognize the anticipated benefits of the business combination;

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changes in applicable laws and regulations;

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political and economic developments and market volatility;

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the risk that the Company does not ever enter into any definitive agreements in connection with commercialization of its technology;

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the risk that the Company is pursuing an emerging market;

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other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by the Company;

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there may be time delays, unforeseen expenses, increased capital costs, and other complications;

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inability to obtain sufficient capital or other resources necessary to provide for such production;

~~market~~• ~~growth.3~~any ~~Capital~~failure ~~allocation~~by inmanagement ~~funds~~to ~~embracing~~manage ~~Environmental,~~growth ~~Social~~properly ~~and~~could ~~Governance~~negatively ~~principles~~impact ~~reached~~our ~~record numbers in the last few years.4~~ business;

~~Another~~• ~~megatrend~~power isor that data has become many enterprises’ most valuable asset. Digital transformation, built on cloud-based platforms and enabled with new technologies, including AI, the internet of things (IoT), mobile and robotics, offer companies across all industries new opportunities to drive new business models, with the scalability, flexibility, agility, and dynamism heretofore infeasible. These transformations, in turn, are powering the movements to address the other ~~megatrends.~~utility ~~The~~disruption ~~focus~~or of global growth has been shifting. Developing countries, particularly in Asia Pacific and Latin America, are starting to bring their economies to the forefront of interlinked global trade and investment flows. The emerging markets are not only transitioning to more consumption-oriented economies, but also starting to export capital and innovation. Enterprises that are prepared and able to adapt and capitalize on the evolving global competitive landscape will be the winners of the 21st century. Our focus will be on companies with sustainable business and solid corporate governance that may have high impact on the world’s Sustainable Development Goals (SDG) and are determined to better society and the environment. shortage;

We• ~~intend~~increasing ~~to target companies in the TMT~~costs, ~~AI/ML,~~including ~~cybersecurity,~~rising ~~MedTech,~~electricity ~~semiconductor~~ and ~~sustainable~~other ~~industries~~utility ~~anywhere in the world that embrace today’s digital transformation and intelligent automation as a competitive advantage. Being conscientious corporate citizens~~costs, we will focus on sustainable technology companies that can shape a better society and healthier environment. We believe that such an approach enables both organic and inorganic fast-paced growth, creating new strategic, operational and business opportunities fueled by emerging cloud, analytics, big data, and cognitive technologies. Businesses who rethink their current and future capabilities amid disruption will be better positioned for growth in the digital age. We intend to evaluate both private and public companies, listed in international or ~~“over~~limited ~~the~~access ~~counter” exchanges, as potential initial business combination targets, focusing on opportunities that we believe would provide appropriate risk adjusted returns~~ to ~~shareholders.~~raw Following our initial business combination, our objective will be to implement or support the acquired company’s operating strategies and actively partner with management to provide it with a seamless and smooth introduction to its public market operations, in order to generate additional value for shareholders. General goals will include enhancement of organic growth efficiencies, total global operations improvements, and additional acquisitions to support a roll-up in an attempt to establish an industry-leading platform in the selected emerging market vertical. materials;

~~Our~~• ~~management~~any ~~team~~failure ~~has significant hands-on experience helping TMT, cybersecurity and MedTech companies~~ to ~~optimize~~comply ~~their~~with existing and new growth initiatives by exploiting insights from rich data assets that already exist within most TMT, cybersecurity and MedTech companies. Further, we intend to share best practices and key learnings, gathered from our management team’s operating and investing experience, through their more than 30 years of experience in the ~~public~~laws ~~markets~~ and ~~more~~regulations sogoverning the ~~last seven years as repeat sponsors of SPAC entities~~use, as ~~well as strong relationships in the TMT~~transportation, ~~cybersecurity~~ and ~~MedTech~~disposal ~~industries,~~of ~~to help shape corporate strategies. Additionally~~toxic, ~~our~~hazardous ~~management team has operated~~ and/or ~~invested~~radioactive in leading global TMT, cybersecurity and MedTech companies across their corporate life cycles and has developed deep relationships with key large multi-national organizations, global leaders and executives, and private and public investors. We believe that these relationships and our management team’s know-how present a significant opportunity to help drive strategic dialogue, access new customer and strategic partner relationships, and achieve global ambitions to unlock value through the combination closing, as well as following the completion of our initial business combination for a horizon of 3-5 years. materials;

3• ~~New~~any ~~York~~inability ~~University,~~to ~~Stern~~meet ~~School~~individual ofcustomer ~~Business, Center for Sustainable Business. Research on 2015-2020 IRI Purchasing Data Reveals Sustainability Drives Growth, Survives the Pandemic, July 2020.~~specifications;

4• ~~Blackrock~~work ~~-Sustainability:~~stoppages ~~The~~or ~~tectonic~~similar ~~shift~~difficulties, ~~transforming~~breakdown ~~investing~~in labor relations, ~~Feb.~~or ~~2020.~~a shortage of skilled technicians and engineers;

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failure to retain key personnel or attract additional qualified personnel;

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impacts of force majeure events;

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extensive and costly environmental requirements;

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the need to obtain and sustain governmental permits and approvals;

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failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations;

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costs of compliance with environmental, health and safety regulations;

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the impacts of climate change;

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possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims;

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any infringement of the intellectual property rights of third parties;

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failure to adequately protect intellectual property rights;

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issues with information technology systems, including cyber threats, disruption, damage and failure;

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use of resources and management attention related to the requirements of being a public company in the United States;

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risks relating to the negative public or political perception of Hadron Energy or the nuclear energy industry in general;

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changes to United States trade policies, including new tariffs or the renegotiation or termination of existing trade agreements or treaties;

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substantial governmental support for competing technologies or their fuel supply may reduce our competitive advantage; and

•

other risks and uncertainties set forth in this prospectus in the section entitled “Risk Factors” beginning on page 15.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this prospectus. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may

In elect ~~light~~to ofupdate these ~~market~~forward-looking ~~conditions,~~statements weat ~~intend~~some topoint ~~primarily~~in ~~focus~~the ~~our~~future, ~~target~~the ~~sourcing efforts~~Company onspecifically ~~private~~disclaims ~~companies~~any ~~that~~obligation weto ~~believe~~do ~~would~~so. ~~benefit~~All ~~from~~forward- alooking ~~public~~statements ~~listing~~attributable ~~and~~to ~~partnership~~the ~~with~~Company ~~our~~or ~~team~~persons ~~and~~acting ~~that~~on ~~otherwise~~its ~~cannot~~behalf ~~gain~~are ~~access~~expressly toqualified ~~public capital~~ in ~~this~~their ~~current~~entirety ~~market~~by ~~environment.~~the Weforegoing ~~believe~~cautionary ~~that~~statements. ~~our~~These ~~management team’s distinctive background and record of acquisition and operational success over more than 30 years could have a significant short~~forward-looking ~~and~~statements ~~long-term~~should ~~impact~~not onbe ~~target~~relied ~~businesses.~~upon ~~Furthermore,~~as werepresenting ~~believe~~the ~~that~~Company’s weassessments ~~are~~as ~~providing~~of anany ~~interesting~~date ~~alternative investment~~subsequent ~~opportunity~~ to ~~late-stage private companies that capitalizes on key trends impacting~~ the ~~capital~~date ~~markets~~of ~~for~~this ~~TMT,~~prospectus. ~~AI/ML~~Accordingly, ~~cybersecurity,~~undue ~~MedTech,~~reliance ~~semiconductor~~should ~~and~~not ~~sustainable~~be ~~companies,~~placed ~~and~~upon ~~through~~the ~~our~~forward-looking ~~association with GigCapital Global and its affiliates~~statements.

Based on our many years of TMT, cybersecurity and MedTech operations and experience, and more so, the last seven years of SPAC target sourcing and partnership with targets worldwide and our very extensive and diversified funnel of prospective targets, we trust that our management team is well positioned to identify attractive businesses within the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industries that would benefit from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination with such a business and enhance shareholder value by improving its operational performance through and post the de-SPAC and through the initial operational duration as a public company. We believe we can achieve this objective by utilizing our management team’s extensive experience in the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industries and operating such companies in combination with our management team’s network of contacts in those industries. We believe many companies in the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable sectors could benefit from access to the public markets but have been unable to do so due to a number of factors, including the time it takes to conduct a traditional IPO, market volatility and pricing uncertainty, and lack of experience and knowledge of the public market. We intend to focus on evaluating more established companies with leading competitive positions and differentiating technology and products, strong management teams and strong long-term potential for revenue growth and margin expansion.

Our Sponsor, GigAcquisitions7 Corp., was co-founded and is managed by and affiliated with Dr. Avi S. Katz, who is also our Chief Executive Officer and the Chairman of our board of directors (“Board of Directors”) and Dr. Raluca Dinu, who is also our director. Dr. Katz and Dr. Dinu have spent 36 years and 23 years, respectively, in international executive positions within the TMT industry, working for privately held start-ups, middle-cap companies and large enterprises. In these roles, they have been instrumental in launching and accelerating entities, building teams, large scale fundraising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing. In October 2017, Dr. Katz founded GigCapital Global’s first SPAC, GIG1, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG1 completed its initial public offering in December 2017, generating $144 million. In February 2019, after intensive screening of more than 400 companies worldwide, GIG1 entered into a stock purchase agreement to acquire Kaleyra S.p.A., a company with shares formed under the laws of Italy (“Kaleyra”), at a transaction enterprise value of $187,000,000 with combined cash and/or promissory note consideration of $15,000,000. Kaleyra is a global company specialized in providing secure and reliable customer communication for financial institutions and companies of all sizes. The transaction closed in November 2019, and GIG1 was renamed Kaleyra, Inc. and listed on the NYSE American stock exchange under the symbol “KLR.” In November 2023, KLR was sold to Tata Communications at a transaction enterprise value of about $320 million in a cash deal and ceased to exist as a public company. Dr. Katz served as the Chairman of the board and Secretary of Kaleyra since the consummation of the transaction in November 2019 and till the acquisition by Tata. Prior to that time, in addition to being the Executive Chairman and Secretary, he was also the Chief Executive Officer of GIG1. In March 2019, Dr. Katz founded GIG2, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG2 completed its initial public offering in June 2019, generating aggregate proceeds of $172.5 million. In June 2021, GIG2 completed its business combination with each of UpHealth Holdings, Inc. and Cloudbreak Health, LLC, and the combined company changed its name to UpHealth, Inc. and

isPROSPECTUS ~~listed~~SUMMARY on the NYSE under the ticker symbol “UPH.” The deal combined UpHealth’s patient care management, telemedicine and digital pharmacy services with Cloudbreak’s video consultation platform for doctors and patients. Dr. Katz initially served as the Chief Executive Officer of GIG2 until August 2019, when Dr. Dinu substituted for him in that position. He also served as the Executive Chairman and Secretary of GIG2 since inception until the closing of the business combination in June 2021, when Dr. Katz was appointed as the Co-Chairman of the Board of Directors of UpHealth, Inc. and subsequently became the sole Chairman of the Board. In this capacity, Dr. Katz has steered many restructuring and refinancing of the company, including the sale of Innovations Group Incorporated to Belmar Pharma Solutions for $56 million in a cash deal in June 2023 and the recently completed sale of Cloudbreak for $180 million in a cash deal to GTCR in March 2024. In February 2020, Drs. Katz and Dinu co-founded GIG3, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG3 completed its initial public offering in May 2020, generating aggregate proceeds of $200 million. In May 2021, GIG3 completed its business combination with Lightning Systems, Inc., a company that designs and manufactures all-electric powertrains for medium- and heavy-duty vehicles, which used to do business as Lightning eMotors, and the combined company retained such name. Lightning eMotors, Inc. is listed on the NYSE under the new ticker symbol “ZEV.” Dr. Katz served as the Chief Executive Officer, Executive Chairman and Secretary of GIG3 since its inception until the closing of the business combination in May 2021, when Dr. Katz was appointed as the Co-Chairman of the Board of Directors of Lightning eMotors, Inc., and held that position until October 2021, when he resigned from the Board. In December 2020, Drs. Katz and Dinu co-founded GIG4, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT and sustainable industries. GIG4 completed its initial public offering in February 2021, generating aggregate proceeds of $358.8 million. GIG4 is listed on Nasdaq under the symbol “GIG.” The business combination between GIG4 and BigBear.ai Holdings, LLC closed in December 2021, and GIG4 was renamed BigBear.ai Holdings, Inc. BigBear.ai moved its listing from Nasdaq to the NYSE, where it is listed under the ticker symbol “BBAI.” Dr. Katz served as the Executive Chairman of GIG4 from its inception until the closing of the business combination with BigBear.ai on December 9, 2021, and since then and until March 2024, has continued to serve as a member of the board of directors of BigBear.ai. In September 2021, GIG5 completed its initial public offering, generating aggregate proceeds of $230 million. In March 2024, GIG5 completed the business combination with QT Imaging, Inc., and GIG5 was renamed QT Imaging Holdings, Inc. Dr. Katz is also the sole managing member of GigFounders, LLC and a managing member of GigManagement, LLC. He is also a co-founder of Cognizer Inc. (“Cognizer”), a software company specializing in deep-learning powered natural language AI, and was the Executive Chairman of Cognizer’s board of directors from its inception in December 2018 until August 2020. Prior to launching his first Private-to-Public (PPE) company, Dr. Katz dedicated 10 years to incept and bootstrap, develop and manage GigPeak, Inc. (“GigPeak,” NYSE American: formerly GIG), originally known as GigOptix, Inc. He served as Chairman of the Board, Chief Executive Officer and President of GigOptix / GigPeak. From its bootstrapped inception in April 2007 until its sale in April 2017 to Integrated Device Technology, Inc. (Nasdaq: IDTI) (“IDT”) for $250 million in cash, GigPeak provided semiconductor integrated circuits (ICs) and software solutions for high-speed connectivity and video compression. While Dr. Katz was at GigPeak’s helm, the company completed 10 M&A global deals. From 2003 to 2005, Dr. Katz was the chief executive officer, president, and member of the board of directors of Intransa, Inc., which at the time provided full-featured , enterprise-class IP-based Storage Area Networks (SAN). From 2000 to 2003, Dr. Katz was the chief executive officer, president, and a member of the board of directors of Equator Technologies Inc. (“Equator Technologies”), which at the time sought to commercialize leading edge programmable media processing platform technology for the rapid design and deployment of digital media and imaging products. Dr. Katz has held several leadership positions over the span of his career within the TMT industry since serving as member of Technical Staff at AT&T Bell Laboratories in Murray Hill, NJ, between 1988 and 1994, and has made numerous angel investments in high-tech companies around the world. Dr. Katz is a graduate of the 1976 class of the Israeli Naval Academy, graduate of the 1979 USA Naval ASW class, and holds a B.Sc. and Ph.D. in Semiconductors Materials from the Technion (Israel Institute of Technology). He is a serial entrepreneur, holds many U.S. and international patents, has published more than 300 technical papers and is the editor of a number of technical books.

This summary highlights selected information appearing in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Private Hadron,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Business” and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

The Company

Hadron Energy, Inc., a Delaware corporation (“Hadron Energy” or the “Company”) was incorporated May 2024 as a blank check company under the name GigCapital7 Corp. (“GigCapital7”). In May 2026, the Company completed its business combination with Hadron Energy, Inc. (“Private Hadron”), which resulted in Private Hadron becoming a wholly-owned subsidiary of the Company and being renamed as Hadron Energy Operating Company, Inc. (“Hadron OpCo”). Hadron OpCo is a nuclear energy company founded in 2024 and is a pioneer in Micro Modular Nuclear Reactor (“MMR”) technology. Designed to deliver 10 MW of power, Hadron Energy’s MMR, the Hadron Halo (“Hadron Halo”) is expected to be smaller, more cost-effective, and faster to deploy than other proposed MMR power solutions. The revolutionary design of the Hadron Halo will allow its reactor core and containment shell to be transportable in a shipping container, providing a versatile deployment model for end users. Whether powering an artificial intelligence data center, remote community, or an industrial hub, the Hadron Halo is expected to provide a reliable, safe and scalable nuclear energy solution.

For more information about the Company, see the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Private Hadron.”

Products and Services

The Company currently intends to offer one product: the Hadron Halo.

The Hadron Halo will be a 10 megawatt-electric (“MWe”), 35 megawatt-thermal (“MWth”) MMR built on a pressurized water reactor (“PWR”) design using light-water reactor technology, the same proven foundation that powers every operating commercial reactor in the United States and approximately 95% of all commercial nuclear power plants worldwide. The reactor is being designed to deliver continuous, carbon-free power for up to 10 years without refueling and will have a projected useful life of 50 years. Its compact, factory-fabricated design houses all primary-loop equipment, including the reactor core, pumps, and steam generator, inside a single pressure vessel, minimizing external piping and virtually eliminating the possibility of a large-break coolant accident.

A distinguishing feature of the Hadron Halo is its transportability and deployment flexibility. The reactor vessel, core, and containment shell are designed to be fully truck-transportable using standard shipping containers, and the unit occupies less than one acre of land. The reactor is fueled by Low-Enriched Uranium Plus (LEU+), supported by a domestic supply chain that includes a Uranium Conversion Services Agreement with ConverDyn, the sole supplier of commercially produced uranium hexafluoride (“UF”) in the United States. Private Hadron has also entered into a collaboration with Paragon Energy Solutions, a Mirion Technologies company, for the development of the reactor’s Instrumentation and Control (“I&C”) architecture, has selected GSE Performance Solutions, LLC. (dba GSE Solutions), a global leader in nuclear plant training simulation, as its supplier for the design, development, delivery, installation, and commissioning of a full-scope, high-fidelity training simulator for the Hadron Halo, and has signed a Uranium Conversion Services Agreement with ConverDyn, GP, the marketing agent for the only commercial uranium hexafluoride (UF₆) conversion facility in the United States, which is owned and operated by Solstice Advanced Materials (Nasdaq: SOLS), to support its domestic fuel supply pathway beginning with the Hadron Halo’s First-of-a-Kind (“FOAK”) deployment.

With respect to the foregoing examples, the past performance of the members of our management team or their affiliates, including with respect to GIG1, GIG2, GIG3, GIG4, and GIG5, and their engagement in the TMT and other markets, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. The ~~principals~~Hadron ofHalo ~~GigCapital7~~targets ~~and our management team have~~ a ~~significant~~range ~~number~~ of relationships across numerous innovative industries. The operational background of the GigCapital team provides significant touchpoints across relevant industries. They have developed a meaningful pipeline of high ~~potential, mutually interested U.S. and foreign targets from extensive screening with previous GigCapital PPE platforms. The Company team’s expertise in data~~-~~driven~~demand ~~identification~~applications, evaluation and engagement with potential targets will facilitate and efficient de-SPAC process. You should not rely on the historical record of the performance of our management or any of its affiliates’ performance, including ~~GIG1,~~artificial ~~GIG2,~~intelligence ~~GIG3,~~data ~~GIG4~~centers, ~~and~~industrial ~~GIG5~~hubs, asremote ~~indicative of our future performance. In addition~~communities, ~~members of our management team~~ and ~~their~~defense ~~affiliates are likely to form other Private-to-Public Equity (PPE) companies prior to the completion of our initial business combination~~installations.

~~Any~~Sales ~~future Private-to-Public Equity (PPE) companies, while also likely focusing on the TMT industry, will likely address other verticals to avoid competition within their portfolio company~~ and ~~will~~Marketing likely involve the addition to their board, management and consulting analysts of individuals who are not involved with the Company that will exhibit expertise in the specific vertical of interest of those companies.

~~Business~~Since ~~Strategy~~our inception, we have devoted substantially all of our resources to developing the Hadron Halo, conducting research and development activities, pursuing regulatory engagement, securing strategic partnerships, and general corporate operations. There has been strong market interest in the Hadron Halo from companies across multiple industries, including data centers, industrials, government, and remote communities.

~~Our~~The ~~business~~Company ~~strategy~~has ispursued toa ~~identify~~proactive ~~and~~licensing ~~complete~~approach ~~our~~with ~~initial~~the ~~business~~U.S. ~~combination~~Nuclear ~~with~~Regulatory aCommission ~~company~~(“NRC”). ~~that~~In ~~complements~~April ~~the~~2025, ~~experience~~we ofsubmitted ~~our management~~a ~~team~~Letter of Intent and ~~can~~initial ~~benefit~~Regulatory ~~from~~Engagement ~~our~~Plan ~~management~~(“REP”) ~~team’s~~to ~~operational~~begin ~~expertise~~formal pre-application engagement. The Company’s ~~unique~~has ~~expertise~~since ~~offers~~filed aits ~~comprehensive~~Quality ~~framework~~Assurance ~~for~~Program aDescription ~~publicly~~(“QAPD”) ~~traded~~Topical ~~company~~Report, toand ~~foster~~in ~~both~~May ~~organic~~2026, ~~and~~the ~~strategic~~staff ~~growth~~of ~~initiatives~~the ~~within its~~NRC ~~operational~~has ~~ecosystem.~~issued ~~Our~~a ~~selection~~final ~~process~~safety isevaluation ~~expected~~finding toRevision ~~leverage~~3 ~~our~~of ~~management~~the ~~team~~Company’s ~~broad~~QAPD ~~and~~Topical ~~deep~~Report ~~relationship~~acceptable ~~network~~for ~~and~~referencing ~~unique~~in ~~TMT,~~its ~~AI/ML,~~future ~~cybersecurity,~~licensing ~~MedTech,~~applications ~~semiconductor~~under ~~and~~10 ~~sustainable~~CFR ~~industries~~Part ~~expertise,~~52. ~~including proven~~The ~~deal-sourcing~~Company ~~and~~has ~~structuring~~also ~~capabilities,~~submitted toits ~~provide~~Principal usDesign ~~with~~Criteria a(“PDC”) ~~multitude~~White Paper as part of ~~business~~the ~~combination~~formal ~~opportunities~~pre-application process with the NRC. ~~Our~~The ~~management~~NRC ~~team~~provided ~~has~~favorable ~~experience:~~feedback on Hadron’s proposed regulatory approach during a December 2025 pre-application meeting.

•The ~~operating~~Company ~~companies,~~has ~~setting~~also ~~and~~engaged ~~changing~~with ~~strategies,~~the ~~and~~U.S. ~~identifying,~~Department ~~mentoring~~of War (“DOW”) and ~~recruiting~~the ~~world-class~~Department ~~talent;~~of Energy (“DOE”).

•The ~~developing~~Company ~~and~~entered ~~growing~~into ~~companies,~~a ~~both~~Memorandum ~~organically~~of ~~and~~Understanding ~~strategically~~with Smartland Energy (the “Smartland MOU”), ~~and~~pursuant ~~expanding~~to which the ~~product~~parties ~~ranges~~agreed ~~and~~to ~~geographic~~collaborate ~~footprints~~on the deployment of aHadron ~~number~~Halo. ofIn ~~businesses;~~connection with the Smartland MOU, Smartland also made an initial strategic investment in us.

•Competitive ~~sourcing,~~Strengths ~~structuring, acquiring and selling businesses and achieving synergies to create shareholder value at the initial stages of the public life cycle and through long-term operational horizon;~~

•We ~~establishing~~believe athat ~~wide~~Hadron ~~deal~~Energy ~~flow~~has ~~and~~several ~~efficient~~competitive ~~methodology~~strengths ofthat ~~screening~~position ~~superior~~us ~~M&A~~well ~~targets~~in ~~worldwide;~~the advanced nuclear industry:

• ~~partnering~~Factory-Built, ~~with~~Modular ~~industry-leading~~Design: ~~companies~~Our approach to ~~increase~~mass-manufacturing ~~sales~~and assembly of the Hadron Halo in a factory versus on-site construction could dramatically reduce unit costs and ~~improve~~deployment times compared to large conventional nuclear power plant construction projects. For these large plants, producing about one gigawatt of electricity, much more of the ~~competitive~~work ~~position~~is done on the build site, rather than the controlled environment of ~~those~~a ~~companies;~~factory. Since large nuclear power plants are more of a project than a product, there is less standardization of their design from one site to another, increasing engineering costs. By contrast, Hadron Halo units will be interchangeable, minimizing custom engineering work for each installation. Modular production also means revenue generation can begin faster (12-18 months from groundbreaking) versus a decade-long wait for a traditional nuclear power plant to come online.

• ~~addressing~~Early ~~business~~Regulatory Engagement: We are proactively working with the NRC and ~~technological~~other ~~changes~~regulatory inagencies to accelerate licensing of the Hadron Halo. We are targeting an ~~evolving~~NRC ~~global~~10 ~~TMT~~CFR Part 52 manufacturing license (“ML”) submission by 2027–2028, ~~AI/~~leveraging the new regulatory frameworks being developed for MMRs. In addition to applying for our ML, ~~cybersecurity~~we are pursuing a combined license (“COL”) through NRC 10 CFR Part 52. By engaging early and often with regulatory agencies, ~~MedTech~~we aim to shorten the licensing timeline from the historical 8-10 years for large reactors to approximately 3-4 years from incorporation of our design, ~~semiconductor~~consistent with recent NRC guidance for advanced reactors. Efficient licensing will allow us to commercialize sooner and ~~sustainable~~capture ~~industries~~first-mover ~~landscape;~~advantages. For further information on regulatory oversight, please refer to the section below entitled “Government Regulations”.

• evaluating the viability of emerging TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable business models;

• executing IPOs and providing complete “one stop shop” services required for a successful process of becoming public, including, but not limited to, access to investors, legal and accounting support, investment and commercial banking services, investor and public relations services, and human resources services;

• ~~fostering~~Customer ~~relationships~~Pipeline: We have already received substantial market interest in our MMR power solution. We have already engaged with ~~sellers~~key potential customers for future deployments of the Hadron Halo. These early indications of interest span data center operators, ~~capital~~industrial ~~providers~~firms, and government entities, indicating broad demand across some of our target ~~management~~sectors. ~~teams;~~A strong pipeline not only validates our selection of target markets but also provides leverage in raising capital and scaling operations.

• ~~accessing~~Experienced ~~the~~Team: ~~capital~~Hadron ~~markets~~Energy’s leadership and engineering team bring deep expertise from across ~~various~~the ~~business~~nuclear, ~~cycles~~energy, ~~including~~and ~~financing~~technology ~~businesses~~sectors. Our team of employees and ~~assisting~~consultants ~~companies~~includes ~~with~~former NRC regulators (including a former director of the ~~transition~~NRC’s Office of Nuclear Reactor Regulation) who advise on our licensing strategy, a former chief nuclear officer of operating power plants who guides our reactor engineering, operations and safety culture, experienced manufacturing and supply chain executives, and finance professionals. This combination of nuclear industry knowledge and execution experience gives us confidence in our ability to ~~public~~achieve ~~ownership~~our goals. For further information on our team, please refer to the section below entitled “Human Capital”.

~~Following~~• ~~the~~Strategic ~~completion~~Fuel ofSupply ~~this~~Position: ~~offering,~~Our westrategy ~~intend~~centers toon ~~stay~~using ~~active with~~LEU+ ~~the~~fuel ~~Board~~(enriched ofto ~~Directors,~~5-10% ~~enhance~~U-235) ~~and~~to ~~extend~~achieve ~~the~~long ~~process~~core oflife. ~~communicating~~Sourcing ~~with~~LEU+ fuel is integral to our ~~management~~strategy ~~team~~because it avoids the long lead time and ~~its~~approvals ~~affiliates’~~still ~~network~~required offor ~~relationships~~high-assay ~~worldwide~~low-enriched touranium ~~articulate~~(“HALEU”) (fuel enriched from 5-20%). As a member of the ~~parameters~~DOE ~~for~~HALEU ~~our~~Consortium, ~~search~~we ~~for~~are apositioned ~~potential~~to ~~target~~benefit ~~initial~~from ~~business combination~~federal ~~and~~support ~~begin~~in developing the ~~process~~HALEU ofsupply ~~pursuing~~chain, but we avoid the risk and ~~reviewing~~uncertainty ~~potential~~of ~~opportunities~~using HALEU fuel directly. We are also exploring partnerships in fuel fabrication and potential fuel recycling to vertically integrate our fuel cycle over time.

~~Business~~These ~~Combination~~key ~~Criteria~~competitive strengths, including our cost-efficient modular product, our fast-track licensing plan, early engagement with potential customers, our seasoned team, and our secure fuel strategy, provide a solid foundation as we move toward commercial deployment of the Hadron Halo. Although other advanced reactor developers exist, we believe our focus on small (10 MWe) transportable MMRs and a strategy focused on engaging concurrently and early with regulators, suppliers, strategic partners, states, and customers will differentiate us in the market and enable us to achieve first mover advantage.

~~Consistent~~Recent ~~with~~Key ~~our~~Agreements strategy, we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and, when evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, exploring U.S. and foreign prospective private and public companies, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. We intend to use the following and other criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria or guidelines:

•Memorandum ~~Companies~~of ~~that~~Understanding ~~embrace~~with ~~today’s~~Paragon ~~digital~~Energy ~~transformation~~Solutions and intelligent automation. We will seek TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable companies anywhere in the world that embrace today’s digital transformation and intelligent automation as (a ~~competitive~~Mirion ~~advantage.~~Technologies ~~Being~~Company) conscientious corporate citizens, we will focus on sustainable technology companies that can shape a better society and healthier environment. We believe that such an approach enables both organic and inorganic fast-paced growth, creating new strategic, operational and business opportunities fueled by the emerging cloud, analytics, big data and cognitive technologies. Businesses who rethink their current and future capabilities amid disruption will be better positioned for growth in the digital age. We seek to combine with the best available U.S. private or overseas private or foreign listed companies.

•On ~~Companies~~March 17, ~~that~~2026, ~~will benefit from a public listing. We will focus on partners looking to move to~~ the ~~next~~Company ~~level~~entered ~~through~~into a ~~public~~non-binding ~~combination~~Memorandum ~~and~~of ~~roll-up~~Understanding ~~and~~(the ~~primarily~~“Paragon ~~seek~~MOU”) ~~companies~~ with ~~entrepreneurial~~Paragon ~~owners~~Energy ~~and~~Solutions, ~~leadership that may benefit from being publicly traded and may effectively utilize in furtherance of growth~~ a ~~broader~~Mirion ~~access~~Technologies toCompany ~~capital~~(“Paragon”), ~~and~~establishing a ~~public~~framework ~~profile.~~for Acollaboration ~~public~~on ~~status~~the isdesign, ~~designed~~development, ~~to enhance organic~~ and ~~strategic~~implementation ~~growth opportunities and accelerate execution~~ of ~~business~~the ~~ideas~~I&C inarchitecture ~~dynamic~~for ~~and~~Hadron’s ~~competitive~~Halo ~~growth markets~~program.

•Under ~~Companies~~the ~~that~~Paragon ~~will~~MOU, ~~benefit~~Paragon ~~from~~will ~~our~~support ~~industry~~the ~~expertise,~~development ~~mentorship~~of ~~and~~the ~~relationships.~~Halo’s Weoverall ~~will~~I&C ~~seek~~system ~~companies~~architecture ~~that~~and ~~will~~integration beframework, ~~best~~including ~~positioned~~safety toand ~~leverage~~non-safety ~~our~~I&C ~~industry~~platform ~~expertise~~integration, ~~international~~control ~~capabilities~~logic development, ~~global~~human-machine ~~experience,~~interface ~~prior~~(“HMI”) ~~references~~support, ~~insights~~ and ~~relationships~~cybersecurity toconsiderations. ~~create~~Paragon ~~opportunities~~will ~~for~~also ~~value~~supply ~~creation,~~the ~~whether~~physical ~~through~~instrumentation ~~acquisitions,~~devices ~~capital~~and ~~investments~~associated inhardware, ~~organic~~including ~~growth~~sensors, ~~opportunities~~transmitters, ~~generating~~control ~~greater~~cabinets, ~~operating~~networking ~~efficiencies~~components, orand ~~significantly~~other ~~improving~~field ~~financial~~and ~~performance.~~control ~~Our~~room ~~management~~equipment ~~has~~necessary ato ~~proven~~implement ~~track~~the ~~record and extensive M~~I&AC ~~and~~system. ~~capital~~The ~~market~~collaboration ~~experience~~is intended to ~~help~~span toHadron ~~define~~Energy’s ~~the~~FOAK ~~public~~deployment, ~~market~~with ~~strategy~~potential ~~for~~expansion ~~our~~to ~~initial~~subsequent ~~business~~commercial ~~combination~~units. WeThe ~~believe~~Paragon ~~our~~MOU ~~strategy~~is ~~leverages~~non-binding ~~our~~and ~~management~~reflects ~~team’s~~our ~~distinctive~~commitment ~~background~~to ~~and~~engaging ~~vast~~best-in-class ~~network~~suppliers ~~of industry leaders~~ in the ~~TMT,~~design ~~AI/ML~~process, ~~cybersecurity,~~ensuring ~~MedTech,~~that ~~semiconductor~~the ~~and~~I&C ~~sustainable~~architecture ~~industries.~~is Wedeveloped ~~will~~in ~~seek~~parallel towith, ~~identify~~and ~~such~~fully ~~opportunities~~integrated ~~for~~into, ~~value~~the ~~creation~~Company’s inbroader ~~evaluating~~licensing ~~potential~~and ~~business~~engineering ~~combinations~~program. ~~Our~~Paragon’s ~~management~~proven ~~also~~supply ~~demonstrated~~chain ~~the speed~~capability, ~~certainty,~~backed ~~and~~by ~~efficiency~~Mirion’s inglobal ~~executing~~nuclear ~~prior~~technology ~~deals~~platform, ~~which~~validates isthe ~~highly~~manufacturability ~~desirable~~and tocommercial ~~quality~~readiness ~~business~~of ~~partners~~our reactor design.

• Companies that are market-leading participants and possess differentiating technology and products. We will seek a target that has an established business and market position. While we will focus on the

~~TMT,~~Memorandum ~~AI/ML,~~of ~~cybersecurity,~~Understanding ~~MedTech,~~with ~~semiconductor~~Smartland ~~and sustainable businesses~~Energy, weLLC ~~will not seek a target that is pre-revenue or in early stages of development with unproven technologies.~~

•The ~~Companies~~Company ~~that~~entered ~~are~~into ~~mid~~a non-~~sized~~binding ~~businesses.~~Memorandum Weof ~~believe~~Understanding ~~targeting~~(the ~~companies~~“Smartland inMOU”) ~~the~~with ~~mid~~Smartland Energy, LLC (“Smartland”), establishing a portfolio-~~market~~scale ~~will~~framework ~~provide~~for the ~~greatest~~potential ~~number~~deployment of ~~opportunities~~the ~~for~~Hadron ~~investment~~Halo ~~and~~across ~~will~~up ~~maximize~~to five qualified Smartland behind-the-meter ~~benefits~~power projects over time. Smartland is developing approximately 150 megawatts of ~~the~~electricity ~~collective~~(“MWe”) ~~network~~per project, with 12 projects targeted for completion by 2035, representing aggregate capacity demand of ~~our~~approximately ~~management~~1.8 ~~team~~gigawatts ~~and~~of ~~its~~electricity ~~affiliates~~(“GWe”).

•The ~~Companies~~Smartland ~~with~~MOU ~~strong~~is ~~management.~~non-binding Weand ~~will~~does ~~prioritize~~not ~~entities~~constitute ~~with~~a ~~well-established,~~binding ~~proven~~commitment ~~and~~by ~~talented~~either ~~management~~party ~~teams~~to ~~that~~purchase ~~wish~~or todeploy ~~continue~~the toHadron ~~drive~~Halo. ~~their~~In ~~companies~~connection towith ~~growth~~the bySmartland ~~leveraging~~MOU, aSmartland ~~public~~made ~~market~~an ~~platform~~initial ~~and~~strategic ~~are~~investment ~~eager~~in toPrivate ~~succeed~~Hadron ~~with~~via ~~support~~a ~~from~~Simple anAgreement ~~interactive~~for ~~and~~Future ~~hands-on~~Equity ~~board~~(“SAFE”), ofreflecting ~~directors.~~long-term Toconviction in the ~~extent~~platform’s wecommercial ~~believe~~viability. itThe ~~will~~framework ~~enhance~~contemplates ~~shareholder~~that ~~value,~~Hadron’s we10 ~~would~~MWe ~~seek~~MMR towould ~~selectively~~serve ~~supplement~~Smartland’s behind-the-meter ~~existing~~power ~~leadership~~needs offor ~~the~~industrial ~~business~~and ~~with~~digital ~~proven~~infrastructure ~~leaders~~operators ~~from~~facing ~~our~~unprecedented ~~network~~load growth, ~~whether~~multi-year atgrid ~~the~~interconnection ~~senior~~queues, ~~management~~and ~~level~~increasing orurgency ataround ~~the~~reliable, ~~board~~on-site ~~level~~firm power.

~~These~~Uranium ~~criteria~~Conversion ~~are~~Services ~~not~~Agreement ~~intended~~with ~~to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based~~ConverDyn, toGP ~~the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant.~~

~~Initial~~The ~~Business~~Company ~~Combination~~entered into a Uranium Conversion Services Agreement (the “ConverDyn Agreement”) with ConverDyn, GP (“ConverDyn”), the exclusive marketing and purchase agent for Solstice Advanced Materials Inc.’s (Nasdaq: SOLS) Metropolis Works uranium conversion facility located in Metropolis, Illinois, the only operating commercial uranium hexafluoride (“UF6”) conversion facility in the United States. ConverDyn is a joint venture between Solstice Advanced Materials Inc. and General Atomics Inc.

WeUnder will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the ~~proposed~~ConverDyn ~~business combination~~Agreement, ~~into~~ConverDyn ~~their~~will ~~pro~~supply ~~rata~~UF6 ~~share~~supporting ofHadron ~~the~~Energy’s ~~aggregate~~fuel ~~amount~~fabrication ~~then~~pathway onbeginning ~~deposit~~with in the ~~trust~~Hadron ~~account,~~Halo’s ~~including~~FOAK ~~interest (which interest shall be net of taxes payable)~~deployment, ~~or (2) provide our shareholders~~ with the ~~opportunity~~potential to ~~sell~~expand ~~their~~across ~~shares~~subsequent ~~to us~~commercial byunits ~~means~~as ofwe ascale ~~tender~~toward ~~offer~~repeatable ~~(and~~delivery. ~~thereby~~The ~~avoid~~collaboration ~~the~~spans ~~need for a shareholder vote) for an amount equal to their pro rata share of~~ the ~~aggregate~~full ~~amount~~commercialization ~~then on deposit in the trust account (net~~ of ~~taxes~~Hadron’s ~~payable,~~Halo ifmicroreactor ~~any),~~commercial inroadmap ~~each~~from ~~case~~first ~~subject~~reactor to ~~the limitations~~fleet-scale ~~described herein~~deployment. ~~The~~Uranium ~~decision~~conversion asis tothe ~~whether~~critical wefirst ~~will~~step ~~seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us~~ in atransforming ~~tender~~mined ~~offer~~uranium ~~will~~into bereactor ~~made~~fuel; bybefore ~~us,~~uranium ~~solely~~can ~~in our discretion, and will~~ be ~~based~~enriched ~~on a variety of factors such as the timing of the transaction~~ and ~~whether~~fabricated ~~the~~into ~~terms~~fuel ofassemblies, ~~the~~it ~~transaction~~must ~~would~~first ~~otherwise~~be ~~require~~converted usinto ~~to seek shareholder approval~~UF6. ~~Unlike~~By ~~other~~securing ~~blank~~ConverDyn ~~check~~as companies which require shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related conversions of public shares for cash upon consummation of such initial business combinations even when a ~~vote is not required by law~~partner, ~~we will have~~ the ~~flexibility~~ toCompany ~~avoid~~has ~~such~~established ~~shareholder~~a ~~vote~~fully ~~and~~domestic ~~allow~~fuel ~~our~~supply ~~shareholders~~pathway tothat ~~sell~~is ~~their~~resilient, ~~shares pursuant to the tender offer rules of the SEC~~U. ~~In that case~~S.-based, weand ~~will~~anchored ~~file~~in ~~tender~~proven ~~offer documents with the SEC~~infrastructure, ~~which~~reducing ~~will~~geopolitical ~~contain~~supply ~~substantially~~chain ~~the~~risk. ~~same financial~~Our ~~and~~LEU+ ~~other~~fuel ~~information~~pathway ~~about~~plugs ~~the~~into ~~initial business combination as is required under~~ the ~~SEC’s~~existing ~~proxy~~domestic ~~rules.~~light-water Wereactor ~~will~~fuel ~~consummate our initial business combination only if we have net tangible assets of at least $5~~cycle,~~000,001~~ ~~upon~~avoiding ~~such consummation and, if we seek shareholder approval,~~ the ~~affirmative~~HALEU ~~vote~~or ofTRi-structural ~~the~~ISOtropic ~~holders~~fuel of(“TRISO”) asupply-chain ~~majority~~bottleneck ~~of the Class A ordinary shares~~ that ~~are~~constrains ~~voted~~many atother aadvanced ~~shareholder~~reactor ~~meeting held to consider the initial business combination~~developers.

WeStrategic ~~will~~Alliance ~~have~~with ~~until~~GSE 24Performance ~~months from the closing of this offering to consummate an initial business combination. If we are unable to consummate an initial business combination within such time period~~Solutions, weLLC will, as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account and net of interest that may be used by us to pay our franchise and income taxes payable, if any, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.00 per Class A ordinary share (regardless of whether or

The Company has selected GSE Performance Solutions, LLC (dba GSE Solutions), a global leader in nuclear plant training simulation, as its supplier for the design, development, delivery, installation, and commissioning of a full-scope, high-fidelity training simulator for the Hadron Halo. The selection advances the parties’ relationship into a committed strategic alliance and establishes a cornerstone of the Company’s operator-readiness strategy for the Hadron Halo.

Under the alliance, GSE is expected to lead end-to-end development and commissioning of a plant-specific simulator intended to replicate the full range of the Hadron Halo’s expected operating behavior, including normal power operations, anticipated operational occurrences, design-basis events and beyond-design-basis scenarios. The simulator is expected to serve as the principal training platform for reactor operators, senior reactor operators, shift technical advisors and engineering staff for the Company’s FOAK deployment, with provisions to extend support to subsequent commercial units as the Company scales toward repeatable delivery.

~~not~~Amended ~~the~~and ~~underwriter~~Restated ~~exercises~~Registration ~~its~~Rights ~~over-allotment~~Agreement option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

~~Our~~In ~~initial~~connection ~~business combination must occur~~ with ~~one~~the orClosing, ~~more~~GigCapital7 ~~target~~and ~~businesses~~certain ~~that~~stockholders ~~together~~of ~~have~~the aCompany ~~fair~~which ~~market~~had ~~value~~been stockholders of atPrivate ~~least~~Hadron ~~80% of~~ (the ~~assets~~“Registration ~~held~~Rights inHolders”) ~~the~~entered ~~trust~~into ~~account~~an ~~(excluding~~Amended ~~any~~and ~~taxes~~Restated ~~payable~~Registration onRights ~~interest~~Agreement, ~~earned)~~dated atMay 22, ~~the~~2026 ~~time of~~ (the ~~agreement~~“Amended toand ~~enter~~Restated ~~into~~Registration ~~the initial~~Rights ~~business combination~~Agreement”). ~~The~~Pursuant ~~fair~~to ~~market~~the ~~value~~terms of the ~~target~~Amended orand ~~targets~~Restated ~~will~~Registration beRights ~~determined~~Agreement, bythe ~~our~~Company ~~Board~~is ofobligated ~~Directors~~to ~~based~~file ~~upon~~ one or more ~~standards~~registration ~~generally~~statements ~~accepted~~to byregister the ~~financial~~resales ~~community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our Board~~ of ~~Directors~~the ~~will~~Common ~~rely~~Stock onheld ~~generally~~by ~~accepted~~such ~~standards,~~Registration ~~our~~Rights ~~Board~~Holders ofafter ~~Directors will have discretion to select~~ the ~~standards employed~~Closing. InRegistration ~~addition,~~Rights ~~the~~Holders ~~application~~holding ofat ~~the~~least ~~standards generally involves~~ a ~~substantial~~majority ~~degree~~in ofinterest ~~judgment. Accordingly, investors will be relying on the business judgment~~ of the ~~Board~~registrable ofsecurities ~~Directors~~owned inby ~~evaluating~~all ~~the~~Registration ~~fair~~Rights ~~market~~Holders ~~value~~are ofentitled under the ~~target~~Amended orand ~~targets.~~Restated ~~The~~Registration ~~proxy~~Rights ~~solicitation~~Agreement ~~materials~~to ormake ~~tender~~a ~~offer documents~~written ~~used~~demand byfor usregistration inunder ~~connection~~the ~~with~~Securities ~~any~~Act ~~proposed transaction will provide public shareholders with our analysis~~ of ~~the~~all ~~fair~~or ~~market~~part ~~value~~ of ~~the~~their ~~target~~registrable ~~business~~securities, asup ~~well~~to asa ~~the~~total ~~basis~~of ~~for~~three ~~our~~such ~~determinations~~demands. IfIn ~~our~~addition, ~~Board~~subject ~~of Directors is not able independently~~ to ~~determine~~certain ~~the~~requirements ~~fair~~and ~~market~~customary ~~value~~conditions, ofsuch ~~the~~Registration ~~target~~Rights ~~business~~Holders ~~or businesses, we~~ may, indemand ~~our~~at ~~sole~~any ~~discretion,~~time ~~obtain~~or ~~an opinion~~ from antime ~~independent~~to ~~investment~~time ~~banking~~that ~~firm,~~the orCompany ~~another~~file ~~independent~~a ~~entity~~registration ~~that~~statement ~~commonly renders valuation opinions~~ on ~~the~~Form ~~type~~S-3 of(or ~~target~~any ~~business~~similar weshort-form ~~are~~registration ~~seeking~~that tomay ~~acquire,~~be ~~with~~available) ~~respect~~ to register the ~~satisfaction~~resale of ~~such~~their ~~criteria.~~registrable ~~However,~~securities ~~unless~~when wethe ~~consummate~~Company ~~our initial business combination with an affiliated entity, our Board of Directors~~ is ~~not~~Form ~~required~~S-3 ~~to obtain~~eligible. anThe ~~opinion~~Amended ~~from~~and anRestated ~~independent~~Registration ~~investment~~Rights ~~banking~~Agreement ~~firm~~also orprovides ~~another~~such ~~independent~~Registration ~~entity~~Rights ~~that~~Holders ~~the~~with ~~price~~“piggy-back” weregistration ~~are~~rights, ~~paying~~subject ~~is fair~~ to ~~our~~certain ~~shareholders~~requirements ~~from~~and acustomary ~~financial point of view~~conditions.

AsUnder ~~described~~the ~~below~~Amended ~~adjacent~~and toRestated ~~the~~Registration ~~caption~~Rights ~~“—The~~Agreement, ~~Offering—~~the ~~Offering~~Company ~~proceeds~~will toindemnify besuch ~~held~~Registration inRights ~~the~~Holders ~~trust~~and ~~account,”~~certain ~~the Nasdaq~~persons ~~rules~~or ~~provide~~entities ~~that~~related atto ~~least~~such ~~90%~~Registration ofRights ~~the~~Holders ~~gross~~such ~~proceeds~~as ~~from~~their ~~this~~officers, ~~offering~~employees, directors, and ~~the~~agents ~~sale~~against ofany ~~the~~losses ~~units~~or bedamages ~~deposited~~resulting infrom aany ~~trust~~untrue ~~account.~~or Ofalleged ~~the~~untrue ~~$250~~statement,~~000,000~~ ~~gross~~or ~~proceeds~~omission weor ~~will~~alleged ~~receive~~omission, ~~from~~of ~~this~~a ~~offering~~material ~~and~~fact ~~the~~in ~~sale~~any ofregistration ~~the~~statement ~~private~~or ~~placement warrants~~prospectus ~~(or~~pursuant ~~$287,500,000~~to ifwhich the ~~over-allotment~~Registration ~~option~~Rights isHolders ~~exercised~~sell intheir ~~full)~~registrable securities, anunless ~~aggregate~~such ofliability ~~$250,000,000~~arose ~~(or~~from ~~$10.00~~such ~~per~~Registration ~~unit),~~Rights Holder’s misstatement or ~~$287~~alleged misstatement,~~500,000~~ (or ~~$10.00~~omission ~~per~~or ~~unit)~~alleged ifomission. ~~the~~The ~~over-allotment~~Registration ~~option~~Rights isHolders ~~exercised~~including registrable securities in ~~full,~~any registration statement or prospectus will beindemnify ~~placed~~the inCompany aand ~~segregated trust~~certain ~~account~~persons ~~located~~or inentities related to the ~~United~~Company ~~States~~such ~~maintained~~as byits ~~Continental~~officers ~~Stock~~and ~~Transfer &~~directors ~~Trust~~and ~~Company~~underwriters ~~acting~~against asall ~~trustee~~losses ~~pursuant~~caused toby antheir ~~agreement~~misstatements toor beomissions ~~signed~~(or onalleged ~~the~~misstatements ~~date~~or ofomissions) ~~this~~in ~~prospectus~~those documents. The ~~funds~~Company inwill ~~the~~pay ~~trust~~reasonable ~~account~~registration ~~will~~expenses be(other ~~invested~~than ~~only~~ underwriting discounts and commissions) in ~~specified~~connection ~~U.S.~~with ~~government~~any ~~treasury~~registrations ~~bills~~under orthe inAmended ~~specified~~and ~~money~~Restated ~~market~~Registration ~~funds~~Rights Agreement.

We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the postLock-~~transaction~~Up ~~company~~Agreement owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-

GigCapital7 and certain stockholders of the Company entered into a Lock-Up Agreement (the “Lock-Up Agreement”) at the Closing. The Lock-Up Agreement provides that, subject to certain exceptions, each of such stockholders will not transfer any shares of the Common Stock beneficially owned or owned of record by such of the stockholders until the earlier of (a) six months following the Closing; (b) subsequent to the Closing, the date on which the reported closing price of one share of the Common Stock quoted on the Nasdaq equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Closing) for any twenty trading days within any thirty consecutive trading day period commencing at least ninety days after the Closing; and (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 Company securities for cash, securities or other property.

Corporate Information

GigCapital7, our predecessor company, was incorporated in the Cayman Islands in May 2024 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GigCapital7 completed its initial public offering in August 2024.

~~transaction~~Private ~~company,~~Hadron was initially incorporated under the ~~portion~~laws of ~~such~~the ~~business~~State orof ~~businesses~~Delaware ~~that~~in isJuly ~~owned~~2024. orIn ~~acquired~~May 2026, isMerger ~~what~~Sub ~~will~~merged bewith ~~valued~~and ~~for~~into ~~purposes~~Private Hadron, with Hadron OpCo surviving the merger as a wholly owned subsidiary of GigCapital7. In connection with the ~~80%~~Merger, ~~fair~~GigCapital7 ~~market~~was ~~value~~renamed ~~test~~“Hadron Energy, Inc.” and is referred to herein as ~~described~~the ~~above~~“Company” or “Hadron Energy.” The corporate office of Hadron Energy, Inc. is located at 3 Twin Dolphin Drive, Suite 260, Redwood City, CA 94065 and its phone number is (650) 395-0050.

AsImplications ~~more fully discussed in “Management—Conflicts~~ of ~~Interest,”~~Being ifan ~~any~~Emerging ofGrowth ~~our~~Company ~~officers~~and ~~or directors becomes aware of~~ a ~~business~~ ~~combination~~Smaller ~~opportunity~~Reporting ~~that~~Company falls within the line of business of any entity to which he or she has fiduciary or contractual obligations, including, among other things, UpHealth, Inc. and QT Imaging Holdings, Inc., he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have, and any of our officers or directors may in the future have, certain relevant fiduciary duties or contractual obligations.

InWe ~~addition,~~are ~~our~~an ~~Sponsor,~~emerging ~~officers~~growth ~~and~~company ~~directors~~as ~~may~~defined ~~participate~~ in the ~~formation~~Jumpstart ~~of,~~Our ~~or become~~Business anStartups ~~officer~~Act ~~or director~~ of, ~~any~~2012 ~~other~~(the ~~blank~~“JOBS ~~check company prior to completion of our initial business combination~~Act”). AsWe awill ~~result,~~remain ~~our~~an ~~Sponsor,~~emerging ~~officers~~growth ~~or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check~~ company ~~with~~under ~~which~~the ~~they~~JOBS ~~may~~Act ~~become~~until ~~involved.~~the ~~Further,~~earliest ~~there~~of ~~is significant overlap among~~ (i) the ~~directors~~last ~~and~~day ~~officers~~ of ~~UpHealth,~~our ~~Inc.,~~first QTfiscal ~~Imaging~~year ~~Holdings,~~(a) following ~~Inc. and~~ the ~~Company. Dr. Katz,~~fifth ~~our~~anniversary ~~Chief~~of ~~Executive~~GigCapital7’s ~~Officer~~IPO ~~and~~(August ~~Chairman~~2029), ~~serves~~(b) asin ~~the~~which ~~Chairman~~we ofhave QTtotal ~~Imaging~~annual ~~Holdings,~~gross ~~Inc.~~revenue ~~and the Chairman~~ of ~~UpHealth,~~at ~~Inc.,~~least ~~and Dr~~$1.235 ~~Dinu~~billion, ~~our~~or ~~director,~~(c) in iswhich ~~also~~we aare ~~member~~deemed ofto ~~the~~be ~~board~~a of“large ~~directors~~accelerated offiler” ~~UpHealth,~~under ~~Inc. and~~ the ~~Chief~~ ~~Executive~~rules ~~Officer and member~~ of the ~~board~~SEC ofwith ~~directors~~at ofleast ~~QT Imaging Holdings, Inc~~$700.0 million ~~Any~~ of ~~such~~outstanding ~~companies~~securities ~~may~~held ~~present~~by ~~additional~~non-affiliates; ~~conflicts~~and of(ii) the ~~interest~~date inon ~~pursuing~~which ~~an acquisition target. However,~~ we dohave ~~not~~issued ~~believe~~more ~~that~~than ~~any~~$1.00 billion ~~potential~~in ~~conflicts would~~non-convertible ~~materially~~debt ~~affect~~securities ~~our~~during ~~ability to complete our initial business combination, particularly as we are planning to focus~~ the ~~target~~prior ~~search~~three-year ~~of our company in different TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable verticals~~period.

~~Our~~We ~~Sponsor~~are isalso ~~affiliated~~a ~~with~~“smaller ~~GigCapital~~reporting ~~Global.~~company” ~~GigCapital~~as ~~Global~~defined ~~uses~~in the ~~resources~~Securities Exchange Act of ~~numerous~~1934. ~~individuals~~We ~~who~~may ~~have~~continue ~~held~~to ~~executive officer~~be ora ~~other~~smaller ~~senior-level~~reporting ~~TMT,~~company ~~AI/ML,~~even ~~cybersecurity,~~after ~~MedTech,~~we ~~semiconductor~~are ~~and~~no ~~sustainable~~longer ~~industry~~an ~~positions~~emerging togrowth ~~assist~~company. ~~the~~We ~~SPACs~~may ~~with~~take ~~which~~advantage itof iscertain ~~affiliated~~of inthe ~~finding~~scaled adisclosures ~~suitable~~available ~~business~~to ~~combination~~smaller ~~target.~~reporting ~~Over~~companies ~~the~~and ~~last~~will ~~few~~be ~~months,~~able ato ~~number~~ take advantage of ~~new~~these ~~individuals~~scaled ~~have~~disclosures ~~made~~for ~~their~~so ~~services~~long ~~available~~as tothe ~~GigCapital~~market ~~Group~~value of our voting and ~~its~~non-voting Common Stock held by non-affiliates, ~~including~~is Mrless than $250.0 ~~Horowitz,~~million ~~Ambassador~~measured ~~Zuckerman~~on the last business day of our second fiscal quarter, ~~Professor Moshfeghi~~or ~~and~~our Msannual revenue is less than $100.0 ~~Rogge,~~million ~~who~~during ~~have~~the ~~agreed~~most torecently ~~join~~completed ~~our~~fiscal ~~board~~year and the market value of ~~directors~~our ~~upon consummation~~voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of ~~this~~our ~~offering~~second fiscal quarter.

~~Emerging~~As ~~Growth~~a ~~Company~~result, ~~Status~~the information in this prospectus and ~~Other~~that ~~Information~~we provide to our investors in the future may be different than what you might receive from other public reporting companies.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

WeTHE ~~will~~OFFERING remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

~~Additionally,~~Issuer weHadron ~~are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~Energy, ~~including, among other things, providing only two years of audited financial statements~~Inc. ~~We will remain~~ (f/k/a ~~smaller~~GigCapital7 ~~reporting company until the last day of the fiscal year in which (1~~Corp.) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

~~Prior~~Shares ~~to the date~~ of ~~this prospectus,~~Common weStock ~~will~~Offered ~~file~~by aus ~~Registration~~28,719,000 ~~Statement~~shares ~~on Form 8-A with the SEC to voluntarily register our securities under Section 12~~ of ~~the~~Common ~~Securities~~Stock ~~Exchange Act~~ of ~~1934,~~ ~~as amended, or~~ the ~~Exchange Act. As a result~~Company, wewhich will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. includes:

~~Corporate~~up ~~Information~~to 20,000,000 shares of Common Stock that are issuable upon the exercise of the Public Warrants;

~~Our~~up ~~executive~~to ~~offices are located at 1731 Embarcadero Rd.~~3,719,000 ~~Suite~~shares ~~200,~~of ~~Palo~~Common ~~Alto,~~Stock CAthat ~~94303,~~are ~~and~~issuable ~~our~~upon ~~telephone~~the ~~number~~exercise isof ~~(650)~~the ~~276-7040.~~Private Warrants; and

up to 5,000,000 shares of Common Stock that are issuable upon the exercise of the Hadron Private Warrants.

Shares of Common Stock Offered by the Selling Securityholders

57,432,395 shares of Common Stock of the Company, which includes:

10,207,246 Founder Shares;

3,126,087 Private Placement Shares;

44,099,062 Closing Shares;

In addition, we are registering 3,719,000 Private Warrants to purchase 3,719,000 shares of Common Stock of the Company.

Shares of Common Stock Outstanding Prior to Exercise of All Warrants

71,498,842 shares of Common Stock (as of June 12, 2026).

Shares of Common Stock Outstanding Assuming Exercise of All Public Warrants

91,498,842 shares of Common Stock (based on total shares of Common Stock outstanding as of June 12, 2026).

Shares of Common Stock Outstanding Assuming Exercise of All Warrants

100,217,842 shares of Common Stock (based on total shares of Common Stock outstanding as of June 12, 2026).

Use of Proceeds

We will not receive any proceeds from the resale of shares of Common Stock by the Selling Securityholders. We could also receive up to an aggregate of approximately $333 million if all of the Warrants held by the Selling Securityholders are exercised for cash. However, we will only receive such proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any exercise, are highly dependent on the price of our shares of Common Stock and the spread between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. We have (i) 20,000,000 outstanding Public Warrants to purchase 20,000,000 shares of our Common Stock, exercisable at an exercise price of $11.50 per share, (ii) 3,719,000 Private Warrants to purchase 3,719,000 shares of our Common Stock, exercisable at an exercise price of $11.50 per share,

~~THE~~and ~~OFFERING~~(iii) 5,000,000 Hadron Private Warrants to purchase 5,000,000 shares of our Common Stock, exercisable at an exercise price of $12.00 per share. If the market price of our Common Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will exercise their Warrants. As of June 12, 2026, the closing price of our Common Stock was $2.74 per share. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the Warrant Agreement, are redeemable by us at a price of $0.01 per Public Warrant. The Private Warrants and Hadron Private Warrants are not redeemable and are exercisable on a cash or cashless basis; if the Private Warrants or Hadron private Warrants are exercised on a “cashless basis,” whether or not a Private Warrant or Hadron Private Warrant is in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants. We expect to use the net proceeds we receive from the exercise of the Warrants, if any, for general corporate purposes. See the section entitled “Use of Proceeds.”

InLock-Up ~~making~~Restrictions ~~your~~Certain ~~decision~~of ~~on whether to invest in~~ our ~~securities,~~stockholders ~~you~~are ~~should~~subject ~~take~~to ~~into~~certain ~~account~~restrictions ~~not~~on ~~only~~transfer ~~the~~until ~~backgrounds of~~ the ~~members~~termination of ~~our~~applicable ~~management team,~~lock-up ~~but~~periods. ~~also~~See the ~~special~~section ~~risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be~~ entitled to“Certain ~~protections~~Relationships ~~normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these~~ and ~~the~~Related ~~other~~Party ~~risks~~Transactions” ~~set~~for ~~forth~~further ~~in the section below entitled “Risk Factors~~discussion.”

~~Securities~~Market ~~offered~~for ~~25,000,000~~Common ~~units~~Stock ~~(or~~and ~~28,750,000~~Warrants ~~units~~Our ifCommon ~~the~~Stock ~~underwriter’s~~is ~~over-allotment~~listed ~~option~~on isNasdaq ~~exercised~~under inthe ~~full)~~symbol “HDRN,” atand ~~$10.00~~our ~~per~~Public ~~unit,~~Warrants ~~each~~are ~~unit~~traded ~~consisting~~on ~~of:~~Nasdaq under the symbol “HDRNW.”

•Holders ~~one~~of ~~Class~~Equity ASecurities ~~ordinary~~As ~~share;~~of June 12, 2026, we had 107 holders of our Common Stock and 14 holders of our Warrants.

•Risk ~~three~~Factors ~~quarters~~See ~~(3/4)~~the ofsection ~~one~~entitled ~~warrant~~“Risk toFactors” ~~purchase~~and ~~one~~other ~~Class~~information Aincluded ~~ordinary~~in ~~share~~this atprospectus for a ~~price~~discussion of ~~$11.50~~factors ~~per~~you ~~share,~~should ~~subject~~consider tobefore ~~adjustment~~investing ~~as described~~ in ~~this~~our ~~prospectus~~securities.

~~Listing~~Risk ofFactors our securities and proposed symbols We anticipate that the units, as well as the Class A ordinary shares and warrants underlying the units (once they begin separate trading), will be listed on Nasdaq under the symbols “GIGGU,” “GIG,” and “GIGGW,” respectively.

~~Each~~Risks ofRelated the units, Class A ordinary shares and warrants may trade separately on the 52nd day after the date of this prospectus unless the underwriter determines that an earlier date is acceptable. In no event will the underwriter allow separate trading of our Class A ordinary shares and warrants until we file a Current Report on Form 8-K with the SEC with an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. Once our Class A ordinary shares and warrants commence separate trading, the holders thereof will have the option to ~~continue~~Our toBusiness ~~hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares~~ and ~~warrants.~~Industry ~~No fractional warrants will be issued upon separation of the units and only whole warrants will trade.~~

WeOur ~~will~~ability ~~file~~to aimplement ~~Current Report on Form 8-K with the SEC, including an audited balance sheet reflecting~~ our ~~receipt~~business ofstrategy ~~the gross proceeds at the closing of this offering, promptly upon the closing of this offering, which~~ is ~~anticipated~~subject to ~~take~~numerous ~~place~~risks ~~two~~that ~~business~~you ~~days~~should ~~from~~be ~~the~~aware ~~date~~of ~~the~~before ~~units~~making ~~commence~~an ~~trading~~investment decision. IfThese ~~the~~risks ~~underwriter’s~~are ~~over-allotment~~described ~~option~~more isfully ~~exercised~~in ~~following~~ the ~~initial~~section ~~filing~~entitled of“Risk ~~such Current Report on Form 8-K~~Factors,” aimmediately ~~second~~following orthis ~~amended~~prospectus ~~Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over- allotment option~~summary. WeThese ~~will~~risks ~~also~~ include in the ~~initial Current Report~~following, oramong ~~any~~others: amendment thereto or subsequent filing, as applicable, information indicating if the underwriter has allowed separate trading of the Class A ordinary shares and warrants prior to the 52nd day after the date of this prospectus.

•

We have incurred losses and have not generated any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate revenue, for the foreseeable future, at least until our reactors become commercially viable, which may never occur.

•

We are an early-stage company and our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

•

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

~~Units:~~• Our cost estimates are highly sensitive to broader economic factors, and our ability to control or manage our costs may be limited.

~~Issued~~• If we fail to manage our growth effectively, we may be unable to execute our business plan, and ~~outstanding~~our ~~before~~business, ~~this~~results ~~offering:~~of 0operations, ~~units~~and financial condition could be harmed.

~~Issued~~• ~~and~~There ~~outstanding~~is ~~after~~substantial ~~this~~doubt ~~offering~~about ~~and~~our ~~the~~ability ~~concurrent~~to ~~private~~continue ~~placement:~~as 25a going concern,~~000,000~~ ~~units(5)~~and we may require additional future funding.

~~Ordinary~~• ~~shares:~~There is limited operating experience for MMRs of this size, configuration and scale, which may result in greater than expected construction and material costs, maintenance requirements, operating expense or delivery timing.

~~Issued~~• ~~and~~We ~~outstanding~~have ~~before~~not ~~this~~yet ~~offering:~~commercialized 14or sold the Hadron Halo or any other micro modular reactor,~~500,000~~ ~~shares(6)~~and there is no guarantee that we will be able to do so.

~~Issued~~• The market for MMRs generating electric power and ~~outstanding~~high-temperature ~~after~~heat ~~this~~is ~~offering~~not yet established and may not achieve the ~~concurrent~~growth ~~private~~potential ~~placement:~~we ~~41,666,670~~expect ~~shares(7)~~or may grow more slowly than expected.

~~Warrants:~~• Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

~~Outstanding~~• ~~before~~We ~~this~~are ~~offering~~part 0of ~~warrants~~the nuclear power industry, which is highly regulated. Our MMR design similarly differs from reactors currently in operation, and as a result, the regulatory licensing and approval process for our reactors may be delayed and made more costly.

~~Outstanding~~• ~~after~~The ~~this~~Hadron ~~offering~~Halo ~~and~~design ~~the~~has ~~concurrent~~not ~~private~~yet ~~placement~~been 22approved or licensed for use at any site by the NRC,~~469,000~~ ~~warrants(8)~~and approval or licensing of our design is not guaranteed.

~~Exercisability~~• ~~Each~~Our ~~whole~~supply ~~warrant~~base ismay ~~exercisable~~not ~~for~~be ~~one~~able ~~Class~~to Ascale ~~ordinary~~to ~~share.~~the ~~The~~production ~~warrants~~levels ~~may~~necessary ~~only~~to bemeet ~~exercisable~~sales ~~for whole Class A ordinary shares~~projections.

~~Exercise~~• ~~price~~We ~~$11.50~~rely ~~per~~on ~~share~~a oflimited ~~Class~~number Aof ~~ordinary~~suppliers ~~share,~~for ~~subject~~certain tomaterials ~~adjustment~~and assupplied ~~described in this prospectus. In addition~~components, ifsome ~~(x)~~of wewhich ~~issue~~are ~~additional~~highly ~~Class~~specialized. AWe ~~ordinary~~and ~~shares~~our ~~or equity~~third-~~linked~~party ~~securities~~vendors ~~for~~may ~~capital~~not ~~raising~~be ~~purposes~~able into ~~connection~~obtain ~~with~~sufficient ~~the~~materials ~~closing of our initial business combination at an issue price~~ or ~~effective~~supplied ~~issue~~components ~~price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price~~ to bemeet ~~determined in good faith by~~ our ~~Board~~manufacturing ~~of Directors,~~ and inoperating ~~the case of any such issuance to our Sponsor or its affiliates, without taking into account any founder shares held by them prior to~~needs.

~~(5)~~• ~~Assumes~~We nodepend ~~exercise~~on key executives and other highly skilled personnel to execute our business plan and conduct our operations. A departure of ~~the~~key ~~underwriter’s~~personnel ~~over-allotment~~could ~~option~~have a material adverse effect on our business.

~~(6)~~• ~~Includes~~We ~~14,200,000~~are ~~founder~~subject ~~shares issued~~ to ~~the~~information ~~Sponsor~~technology ~~(assumes~~and ~~forfeiture~~cyber ofsecurity ~~2,500,000~~threats ~~founder~~which ~~shares~~could ifhave ~~the~~adverse ~~over-allotment option is not exercised) and 300~~effects,~~000~~ ~~founder~~including ~~shares~~regulatory ~~issued to an advisor. Founder shares are currently classified as Class B ordinary shares~~effects, ~~which~~on ~~shares will automatically convert into Class A ordinary shares at the time of~~ our ~~initial~~ business ~~combination or earlier at the option of a holder on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Conversion of founder shares~~ and ~~private~~results ~~placement shares and anti-dilution rights” and in our amended and restated memorandum and articles~~ of ~~association~~operations.

~~(7)~~• ~~Assumes~~We norely ~~exercise~~heavily ofon ~~the~~our ~~underwriter’s~~intellectual ~~over-allotment~~property ~~option,~~portfolio. ~~and~~If ~~includes,~~we ~~accordingly,~~are ~~(i)~~unable anto ~~aggregate~~protect ofour ~~25,000,000~~intellectual ~~public~~property ~~shares~~rights, ~~(ii) an aggregate of 14,200,000 founder shares purchased by~~ our ~~Sponsor~~business and ~~300,000~~competitive ~~founder~~position ~~shares~~may ~~purchased~~be ~~by an advisor at a discounted price for its consulting services, and (iii) an aggregate of 2,166,670 private placement shares issued to the non-managing investors~~harmed.

~~(8)~~• ~~Assumes~~Our nobusiness ~~exercise~~requires ofsubstantial ~~the~~investment. ~~underwriter’s~~In ~~over-allotment~~order ~~option,~~to ~~and~~fulfill ~~includes,~~our ~~accordingly,~~business ~~(i) 18~~plan,~~750,000~~ ~~public~~we ~~warrants~~will ~~and~~require ~~(ii)~~additional 3funding,~~719,000~~ ~~private~~and ~~placement~~the ~~warrants~~terms toof beany ~~purchased~~financing bythat ~~the~~we ~~Sponsor~~pursue ~~concurrently~~may ~~with~~be ~~this~~less ~~offering~~favorable than anticipated.

•

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could negatively impact our business.

•

We are an emerging growth company and a smaller reporting company, and if we take advantage of certain exemptions from disclosure requirements, this could make our securities less attractive to investors.

•

Changes in tax, tariff or fiscal policies could adversely affect demand for our products.

~~such~~Risks ~~issuance),~~Related (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading-day period starting on the trading day prior to the ~~day~~Company’s onSecurities which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional Class A ordinary shares or equity-linked securities. On the exercise of any warrant, the exercise price will be paid directly to us and not placed in the trust account.

WeInvesting ~~are~~in ~~not~~our ~~registering~~Common ~~the~~Stock ~~Class~~involves ~~A ordinary shares issuable upon exercise of the warrants (the “warrant shares”) at this time~~risk. ~~However,~~These werisks ~~have~~are ~~agreed~~described ~~that~~more asfully ~~soon as practicable, but~~ in ~~no event later than 15 business days after~~ the ~~closing~~section ofentitled ~~our~~“Risk ~~initial business combination~~Factors,” weimmediately ~~will~~following ~~use~~this ~~our~~prospectus best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use our best efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration of the warrantssummary. NoThese ~~warrants~~risks ~~will~~include ~~be exercisable for cash unless we have an effective and current registration statement covering~~ the ~~issuance~~following, ofamong ~~the~~others: ~~warrant shares and a current prospectus relating thereto.~~

If• aWe ~~registration~~do ~~statement~~not ~~covering~~expect ~~the~~to ~~issuance~~pay ofdividends ~~the~~on ~~warrant~~ shares isof ~~not~~Common ~~effective~~Stock ~~within~~for ~~90 days following~~ the ~~consummation~~foreseeable offuture, ~~our initial business combination~~and, ~~warrant holders may nevertheless~~consequently, ~~until~~your ~~such~~ability ~~time as there is such an effective registration statement and during any period when we shall have failed~~ to ~~maintain~~achieve ~~such~~a anreturn ~~effective~~on ~~registration~~your ~~statement,~~investment ~~exercise~~will ~~warrants~~depend on aappreciation, ~~cashless~~if ~~basis~~any, in ~~accordance with Section 3(a)(9) of~~ the Securities Act. In this circumstance, each holder would pay the exercise price by surrendering warrants exercisable for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrants and the difference between the exercise price of such warrants and the “fair market ~~value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale~~ price of ~~the~~our ~~Class~~Common ~~A ordinary shares for the five trading days ending on the trading day prior to the date of exercise~~Stock.

~~Exercise~~• ~~period~~ The ~~warrants~~Warrants ~~will~~may ~~become~~never ~~exercisable~~be onin the ~~later~~money, ~~of:~~and they may expire worthless.

• ~~the~~We ~~consummation~~may ofredeem ~~our~~your ~~initial~~unexpired ~~business~~Public ~~combination;~~Warrants ~~and~~prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

• 12The ~~months~~Warrants ~~after~~may ~~this~~have ~~registration~~an ~~statement~~adverse iseffect ~~declared~~on ~~effective~~the bymarket ~~the~~price ~~SEC~~of our Common Stock.

•

We may issue additional shares of Common Stock, including under the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”). Any such issuances would dilute the interest of our stockholders and likely present other risks.

•

Our Charter provides, subject to limited exceptions, that the courts of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

•

The Company qualifies as a “controlled company” within the meaning of the Nasdaq corporate governance rules and may choose to rely on available exemptions that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders.

~~The~~RISK ~~warrants~~FACTORS will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. No fractional shares will be issued upon exercise of the warrants, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant holder.

~~Redemption~~Risks ofRelated ~~Warrants~~to ~~Once~~Hadron ~~the~~Energy’s ~~warrants~~Business ~~become~~and ~~exercisable,~~Industry ~~we may redeem the outstanding warrants (excluding the private placement warrants):~~

•We inhave ~~whole~~incurred losses and have not ingenerated ~~part;~~any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate revenue, for the foreseeable future, at least until our reactors become commercially viable, which may never occur.

•We athave aincurred ~~price~~operating losses since our inception, including net losses of $071,774,579 for the year ended December 31, 2025 and $593,556 for the period from July 8, 2024 (date of inception) through December 31, 2024.01 ~~per~~As ~~warrant~~of December 31, 2025, the Company had cash of $1,757,241 and accumulated deficit of $72,368,135; and for the year ended December 31, 2025, negative cash flows from operations of $3,856,275. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow. We are still in our early stages of development and expect to continue to incur significant expenses, operating losses, and negative operating cash flows for the foreseeable future due to increase in expenses from historical levels because of additional costs and expenses related to the development of technology and factory and the development of market and strategic relationships with other businesses. To date, we have not generated any revenue. We do not expect to generate any revenue unless and until we are able to commercialize our reactors and/or other lines of business. As we have incurred losses and experienced negative operating cash flows since our inception, and accordingly we have undertaken equity financing from investors to satisfy our funding needs; however, we may not raise adequate funding to offset our expenses and losses. Moreover, we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The magnitude of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate and grow revenue. We cannot predict the outcome of the actions to generate liquidity to fund our operations, whether such actions would generate the expected liquidity to fund our operations as currently planned or whether the costs of such actions will be available on reasonable terms or at all. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactors and to achieve commerciality for our reactors. Our prior losses and expected future losses have had and may continue to have adverse effects on our stockholders’ equity (deficit) and working capital and may lead to the failure of our business.

•We ~~upon~~are aan ~~minimum~~early-stage ofcompany 30and ~~days’~~our ~~prior~~limited ~~written~~operating ~~notice~~history ofmakes ~~redemption,~~it ~~which~~difficult weto ~~refer~~evaluate toour asfuture ~~the~~prospects ~~30-day~~and ~~redemption~~the ~~period;~~risks and challenges we may encounter.

•We ifare an early-stage company with limited operating history in a rapidly evolving industry. The markets for nuclear reactor design, ~~and~~nuclear ~~only~~reactor ifproduction, ~~the~~nuclear ~~last~~fuel ~~reported~~design, ~~sale~~nuclear ~~price~~fuel supply, and services related to any or all of ~~our~~the ~~Class~~foregoing Abusiness ~~ordinary~~may ~~shares~~not ~~equals~~continue to develop in a manner that we expect or ~~exceeds~~that ~~$18~~otherwise would be favorable to our business.00 ~~per~~As ~~share~~a ~~(as~~result ~~adjusted~~of ~~for~~our ~~stock~~limited ~~splits,~~operating ~~stock~~history ~~dividends,~~and ~~reorganizations~~ongoing changes in our new and evolving industry, ~~recapitalizations~~including evolving demand for our products and services and the ~~like)~~potential development of technologies that may prove more efficient or effective for ~~any~~our 20intended ~~trading~~use ~~days~~cases, ~~within~~our aability ~~30-trading~~to ~~day~~forecast ~~period~~our ~~ending~~future onresults of operations and plan for future growth is limited and subject to uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by companies in rapidly evolving industries, such as the ~~third~~risks ~~trading~~and ~~day~~uncertainties ~~prior~~described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays, changed circumstances, or changed market conditions arising from these factors, and our results of operations in future reporting periods may be below the ~~date~~expectations onof ~~which~~investors or analysts. If we ~~send~~do not address these risks successfully, our results of operations could differ materially from our estimates or the ~~notice~~expectations of ~~redemption~~investors or analysts, causing our business to ~~the~~suffer ~~warrant~~and ~~holders~~our Common Stock price to decline.

WeUncertain ~~will~~global not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout the 30macro-~~day~~economic ~~redemption period, except if the warrants may be exercised on a cashless basis~~ and ~~such~~political ~~cashless~~conditions ~~exercise~~could ismaterially ~~exempt~~adversely ~~from~~affect ~~registration~~our ~~under~~results ~~the~~of ~~Securities~~operations ~~Act. If~~ and ~~when~~financial ~~the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws~~condition.

IfOur ~~the~~results ~~foregoing~~of ~~conditions~~operations are ~~satisfied~~materially ~~and~~affected weby ~~issue~~economic aand ~~notice~~political ofconditions ~~redemption,~~in ~~each~~the ~~warrant~~U.S. ~~holder~~and ~~may~~internationally, ~~exercise~~including ~~his~~inflation, ~~her~~deflation, orinterest ~~its warrants prior to the scheduled redemption date. However~~rates, ~~the~~availability ~~price~~ of ~~the~~capital, ~~Class~~energy Aand ~~ordinary~~commodity ~~shares~~prices, ~~may fall below the $18.00 trigger price (as adjusted) as well as the $11.50 exercise price (as adjusted) after the redemption notice is issued.~~

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In making such

~~determination,~~ trade ~~our~~laws ~~management will consider, among other factors, our cash position, the number of warrants that are outstanding~~ and the ~~dilutive~~effects ~~effect on our shareholders~~ of ~~issuing~~governmental ~~the~~initiatives ~~maximum~~to ~~number~~manage ofeconomic ~~warrant shares issuable upon exercise of outstanding warrants~~conditions. InCurrent ~~such~~or ~~event,~~potential ~~the~~customers ~~holder~~may ~~would~~delay ~~pay~~or ~~the~~decrease ~~exercise~~spending ~~price~~on byour ~~surrendering~~products ~~the~~and ~~warrants~~services ~~for~~as ~~that~~their ~~number~~business ofand ~~Class~~budgets Aare ~~ordinary~~impacted ~~shares equal to the quotient obtained~~ by ~~dividing~~economic ~~(x)~~conditions. ~~the~~The ~~product~~inability of ~~the~~current ~~number~~and ofpotential ~~warrant~~customers ~~shares~~to ~~underlying~~pay ~~the~~us ~~warrants~~for toour beproducts ~~so exercised,~~ and ~~the~~services ~~difference~~may ~~between~~adversely ~~the~~affect ~~exercise~~our ~~price~~earnings ~~of the warrants~~ and ~~the~~cash ~~fair market value by (y) the fair market value~~flows.

NoOngoing ~~fractional~~national ~~Class~~and Aglobal ~~ordinary~~supply ~~share~~chain ~~will~~disruptions behave ~~issued~~increasingly ~~upon~~affected ~~redemption.~~both ~~If,~~the ~~upon~~availability ~~redemption~~and cost of raw materials, acomponent ~~holder~~manufacturing ~~would~~and bedeliveries. ~~entitled~~These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business. Future supply chain disruptions could prevent our ability to ~~receive~~obtain anecessary ~~fractional~~raw ~~interest~~materials for our reactors in a ~~share~~timely and cost-effect manner. For example, our MMR design utilizes low enriched uranium (“LEU+”) fuel that we ~~will~~plan ~~round~~to ~~down~~source from U.S. suppliers. Although there exists an established supply chain for LEU+ fuel in the U.S., national and global supply chain disruptions could negatively impact our ability to source the ~~nearest~~LEU+ ~~whole~~fuel ~~number~~necessary to operate our reactors by delaying or limiting the supply of LEU+ fuel, increasing the ~~number~~cost of ~~Class~~obtaining ALEU+ ~~ordinary~~fuel ~~shares~~and/or cause deployment or operational delays for our reactors. If we are unable to beaccess ~~issued~~LEU+ fuel, our ability to ~~the~~produce ~~holder~~power will be adversely affected, which could have a material adverse effect on our business prospects, financial condition and results of operations.

~~Founder~~Our ~~Shares~~cost ~~and~~estimates ~~Private~~are ~~Placement~~highly ~~Shares~~sensitive At our formation on May 8, 2024, our Sponsor acquired one founder share for a purchase price of $0.0001. Subsequently on May 31, 2024, our Sponsor purchased 16,999,999 founder shares from us for an aggregate purchase price of $100,000, or $0.00588235 per share, of which up to ~~2,500,000~~broader ~~founder~~economic ~~shares remain subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised during this offering. Following the May 31~~factors, ~~2024~~and ~~purchase,~~ our ~~Sponsor~~ability ~~surrendered 300,000 founder shares~~ to uscontrol ~~for~~or nomanage ~~consideration, resulting in~~ our ~~Sponsor~~costs ~~holding~~may ~~16,700,000~~be ~~founder shares~~limited. On June 6, 2024, we issued 300,000 founder shares to an advisor for a purchase price of $0.01 per share, or an aggregate purchase price of $3,000. As a result, as of the date of this prospectus, we have 17,000,000 founder shares outstanding.

~~The~~Capital ~~number of founder shares,~~ and ~~the~~operating ~~forfeiture~~costs ~~mechanism~~for ~~underlying~~ the ~~founder~~deployment ~~shares, has been determined in order to ensure that the founder shares and private placement shares will collectively represent 40%~~ of ~~the outstanding ordinary shares (excluding any shares underlying the private placement warrants) upon completion~~ a first-of-a-kind MMR, ~~this~~such ~~offering~~as ~~and~~ the ~~exercise~~Hadron ofHalo, ~~the~~are ~~underwriter’s~~difficult ~~over-allotment~~to ~~option~~project, ifinherently ~~any.~~variable Ifand weare ~~increase~~subject ~~or decrease the size of this offering pursuant~~ to ~~Rule~~significant ~~462(b)~~change ~~under~~based ~~the~~on ~~Securities Act, we will effect~~ a ~~share~~variety ~~dividend~~of orfactors, aincluding ~~share~~site ~~contribution~~specific ~~back~~factors, ~~to capital~~customer off-take requirements, asregulatory ~~applicable~~oversight, ~~immediately~~operating ~~prior~~agreements, tosupply ~~the~~chain ~~consummation of the offering~~availability, ininflation ~~such~~and ~~amount~~other asfactors. toOpportunities ~~maintain~~for ~~the~~cost ~~collective~~reductions ~~ownership~~with ofsubsequent ~~the~~deployments ~~initial~~are ~~shareholders,~~similarly ~~prior~~uncertain. toTo ~~this~~the ~~offering~~extent atcost ~~approximately~~reductions ~~40%~~are ofnot ~~our~~achieved ~~issued~~within ~~and outstanding Class A ordinary shares (excluding any shares underlying~~ the ~~private~~expected ~~placement~~timeframe ~~warrants)~~or ~~upon~~magnitude, the ~~consummation~~Hadron ofHalo ~~this~~may ~~offering.~~not ~~Prior~~be tocost ~~the~~competitive ~~investment~~with inalternative ~~the~~technologies, ~~Company~~which ofcould anmaterially ~~aggregate~~and ofadversely ~~$100,000~~affect by our ~~Sponsor,~~expected werevenues ~~had~~and nogross ~~assets, tangible or intangible~~margins.

~~Concurrently~~If ~~with~~we ~~this~~fail ~~offering~~to manage our growth effectively, ~~certain~~we ~~non-managing~~may ~~investors~~be ~~have~~unable ~~committed~~to execute our business plan, ~~pursuant~~and toour ~~written~~business, ~~agreements~~results of operations, toand ~~purchase~~financial ancondition ~~aggregate~~could be harmed.

In order to achieve future revenue growth, we must finalize our reactor design, receive regulatory approvals, and continue to develop and market new products and services to traditional and non-traditional end-users. We intend to expand our operations as we develop and deploy our products and services in the future, and will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include:

•

hiring and training new personnel;

•

completing the designs, licensing, construction, and commissioning of the Hadron Halo;

•

finalizing our reactor design and developing new technologies and services (e.g., training, maintenance, procurement);

•

optimizing applications of our reactors to serve both traditional utility and electric power customers and a broad base of non-traditional industrial customers interested in utilizing the efficient high-temperature heat produced by our design;

•

controlling expenses and investments in anticipation of expanded operations and rising costs;

•

upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•

implementing and enhancing administrative infrastructure, systems and processes.

If our operations continue to grow as planned, of 2which there can be no assurance,~~166~~ we will need to expand our sales and marketing,~~670~~ ~~Class~~research Band ~~ordinary~~development, ~~shares~~customer and commercial strategy, orproducts ~~“private~~and ~~placement~~services, ~~shares~~supply,” ~~from~~and manufacturing functions. These efforts will require us to invest significant financial and other resources, including in aindustries ~~private~~and ~~placement~~sales channels in which we have limited experience to date. We will also need to develop and implement our manufacturing and operational systems and processes, and there is no guarantee that we will ~~close~~be ~~simultaneously~~able ~~with~~to ~~this~~scale ~~offering~~the atbusiness as currently planned or within the ~~price~~planned $1timeframe.50 ~~per~~The ~~share~~continued expansion of our business will require manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities.

~~The~~Our ~~founder~~growth ~~shares~~will increase the strain on our resources, and ~~private~~we ~~placement~~could ~~shares~~experience ~~are~~operating ~~identical~~difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our MMRs and related equipment, delays in production, challenges in scaling-up fuel and component fabrication capacity and difficulty sourcing adequate raw material for our reactors. These difficulties may divert the ~~Class~~attention Aof ~~ordinary~~management ~~shares~~and ~~being~~key ~~sold~~employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include headcount and capital assets, could result in ~~this~~decreased ~~offering~~margins, ~~except~~which ~~that:~~could have a material adverse effect on our business, financial condition and results of operations.

•There ~~only~~is ~~holders~~substantial ofdoubt ~~the~~about ~~founder~~our ~~shares~~ability ~~and private placement shares have the right~~ to ~~vote~~continue onas ~~the appointment of directors prior to the completion of our initial business combination (by~~ a ~~majority~~going ofconcern, ~~votes~~and ~~cast~~we bymay ~~the~~require ~~holders~~additional offuture ~~the~~funding. ~~founder shares and private placement shares);~~

•We inhave aincurred ~~vote~~operating tolosses ~~transfer~~since ~~the~~our ~~Company~~inception, byincluding ~~way~~a net loss of ~~continuation~~$71,774,579 tofor athe ~~jurisdiction~~year ~~outside~~ended ~~the~~December 31, ~~Cayman~~2025 ~~Islands~~and ~~prior~~$593,556 tofor the ~~completion~~period offrom ~~our~~July 8, ~~initial~~2024 ~~business~~(date ~~combination~~of ~~(which~~inception) ~~requires~~through aDecember 31, ~~special~~2024. ~~resolution~~As of December 31, ~~being~~2025, the ~~affirmative~~Company ~~vote~~had cash of at$1,757,241 ~~least~~and ~~two-thirds~~accumulated deficit of $72,368,135; and for the ~~votes~~year ~~cast~~ended byDecember 31, ~~the~~2025, ~~shareholders~~negative cash flows from operations of ~~the~~$3,856,275. ~~issued~~Based ~~shares~~on ~~present~~our inrecurring ~~person~~losses orand ~~represented~~expectations byto ~~proxy~~incur significant expenses and ~~entitled~~negative cash flows until we are able to ~~vote~~commercialize onthe ~~such~~Hadron ~~matter~~Halo, atmanagement ahas ~~general~~identified ~~meeting~~substantial ofdoubt about the ~~company)~~Company’s ability to continue as a going concern. If we are unable to continue as a going concern, ~~only~~we ~~holders~~may ofbe ~~our~~forced ~~founder~~to ~~shares~~liquidate our assets and ~~private~~the ~~placement~~values ~~shares~~we ~~shall~~receive ~~carry~~for our assets in liquidation or dissolution could be significantly lower than the ~~right~~values toreflected ~~vote;~~in our financial statements.

•To ~~the~~date, ~~founder~~we ~~shares~~have not generated any revenue, while we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we are ~~subject~~able to ~~certain~~finalize ~~transfer~~development ~~restrictions~~of and commercialize the Hadron Halo and related services, asand ~~described~~we may not be able to do so on our anticipated timetable, if at all. We expect our expenses and capital expenditures to increase in ~~more~~connection ~~detail~~with ~~below;~~our ongoing activities, including developing and advancing the Hadron Halo and other products and services, obtaining NRC design certification approval for the Hadron Halo and completing our manufacturing preparation and trials. In addition, we expect to continue to incur costs associated with operating as a public company. Certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not guaranteed.

•We asmay ~~described~~also ~~below~~seek ~~adjacent~~ to ~~the~~raise ~~caption~~capital ~~“Voting~~through ~~arrangements~~private ~~with~~or ~~our~~public ~~Sponsor,~~equity ~~non-managing~~or ~~investors~~debt ~~and~~financings ~~related~~or ~~parties,”,~~through ~~our~~other ~~initial~~sources ~~shareholders~~of ~~will~~financing. ~~each~~Adequate ~~enter~~additional ~~into~~funding ~~agreements~~may ~~with~~not ~~us,~~be ~~pursuant~~available to ~~which~~us ~~they~~on ~~will~~acceptable ~~agree:~~terms ~~(1)~~or toat ~~waive~~all. ~~their~~Our ~~redemption~~failure ~~rights~~to ~~with~~raise ~~respect~~capital toas ~~their~~and ~~founder~~when ~~shares,~~needed ~~private~~could ~~placement~~have ~~shares,~~a ~~private~~negative ~~placement~~impact ~~warrants~~on our financial condition and ~~shares~~our ~~underlying~~ability ~~any~~to ~~private~~pursue ~~placement~~our ~~warrants~~business ~~held~~strategies. byIf ~~them~~we inraise ~~connection~~additional ~~with~~funds ~~the~~by ~~consummation~~issuing ofequity securities, our ~~initial~~shareholders ~~business~~will ~~combination~~experience ordilution. aIf ~~tender~~we ~~offer~~raise ~~conducted~~additional ~~prior~~capital tothrough adebt ~~business~~financing, ~~combination~~we ormay inbe ~~connection~~subject ~~with~~to ~~it;~~covenants ~~and~~that ~~(2)~~restrict toour ~~waive~~operations ~~their~~including ~~rights~~limitations on our ability to ~~liquidating~~incur ~~distributions~~liens ~~from~~or ~~the~~additional ~~trust~~debt, ~~account~~pay ~~with~~dividends, ~~respect~~repurchase toour ~~their~~securities, ~~founder~~make ~~shares~~certain investments, and ~~private~~engage ~~placement~~in ~~shares~~certain ifmerger, weconsolidation ~~fail~~or toasset ~~complete~~sale ~~our~~transactions. ~~initial~~Any ~~business~~debt ~~combination~~financing ~~within~~or 24additional ~~months~~equity ~~from~~that ~~the~~we ~~closing~~raise ofmay ~~this~~contain ~~offering,~~terms ~~although~~that ~~they~~are ~~will~~not befavorable ~~entitled~~ to ~~liquidating~~us ~~distributions~~or ~~from~~our stockholders. If the ~~trust~~needed ~~account~~financing ~~with~~is ~~respect~~not toavailable, ~~any~~or ~~public~~if ~~shares~~the ~~they~~terms ~~hold~~of iffinancing are less desirable than we ~~fail~~expect, we may be required to ~~complete~~delay, ~~our~~scale ~~initial~~back ~~business~~or ~~combination~~terminate ~~within~~some ~~the~~or ~~prescribed~~all ~~time~~of ~~frame;~~our research and development programs.

• the founder shares and private placement shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Conversion of founder shares and private placement shares and anti-dilution rights” and in our amended and restated memorandum and articles of association; and

• the founder shares are entitled to registration rights.

~~Private~~We ~~placement~~are ~~warrants~~an ~~Our~~emerging ~~Sponsor~~growth ~~has~~company ~~committed,~~(“EGC”) ~~pursuant~~within tothe meaning of the Securities Act and a ~~written~~smaller ~~agreement~~reporting company within the meaning of the Exchange Act, toand ~~purchase~~if anwe ~~aggregate~~take advantage of 3certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,~~719,000~~” ~~private~~this ~~placement~~could ~~warrants~~make atour ~~$0.09922~~securities ~~per~~less ~~private~~attractive ~~placement~~to ~~warrant~~investors inand amay ~~private~~make ~~placement~~it ~~that~~more ~~will~~difficult ~~close~~to ~~simultaneously~~compare our performance with ~~this~~other ~~offering~~public companies.

AWe ~~portion~~are ofan ~~the~~emerging ~~purchase~~growth ~~price~~company of(“EGC”) within the ~~private~~meaning ~~placement~~of ~~warrants~~the ~~will~~Securities beAct, ~~added~~as tomodified by the ~~proceeds~~JOBS Act, and we may take advantage of ~~this~~certain ~~offering~~exemptions tofrom bevarious ~~held~~reporting inrequirements ~~the~~that ~~trust~~are ~~account~~applicable ~~described~~to ~~below.~~other Ifpublic wecompanies dothat are not ~~complete~~EGCs ~~our~~including, ~~initial~~but ~~business~~not ~~combination~~limited ~~within~~to, 24not ~~months~~being ~~from~~required to comply with the ~~closing~~auditor attestation requirements of ~~this~~Section 404 ~~offering,~~of the ~~proceeds~~Sarbanes-Oxley ~~from~~Act, ~~the~~reduced ~~sale~~disclosure ofobligations ~~the~~regarding ~~private~~executive ~~placement~~compensation ~~warrants~~in ~~held~~our inperiodic ~~the~~reports ~~trust~~and ~~account~~proxy ~~will~~statements, beand ~~used~~exemptions tofrom say-on-pay, say-on-frequency and say-on-golden parachute ~~fund~~voting ~~the~~requirements. ~~redemption~~As ofa result, our ~~public~~stockholders ~~shares~~may ~~(subject~~not have access to certain information they may deem important. We will remain an EGC until the ~~requirements~~earliest of ~~applicable law~~(i). the ~~The~~last ~~private~~day ~~placement~~of ~~warrants~~the ~~are~~fiscal ~~identical~~year tofollowing the ~~public~~fifth ~~warrants,~~anniversary ~~except~~of ~~that~~the ~~such~~consummation ~~warrants:~~of the IPO, (iii) the ~~will~~last ~~not~~day beof ~~redeemable~~the byfiscal usyear ~~and~~in which we have total annual gross revenue of at least $1.235 billion, (iiiii) the ~~may~~last beday ~~exercised~~of ~~for~~the ~~cash~~fiscal oryear onin which we are deemed to be a ~~cashless~~“large ~~basis,~~accelerated filer” as ~~described~~defined in ~~this~~Rule 12b-2 under ~~prospectus~~the Exchange Act, sowhich ~~long~~would asoccur ~~they~~if ~~are~~the ~~held~~market byvalue ~~our~~of ~~Sponsor~~the orCompany ~~any~~Common ofStock ~~its~~held ~~permitted~~by non-affiliates exceeded ~~transferees~~$700.0 million Inas of the ~~event~~last ofbusiness aday ~~liquidation~~of ~~prior~~the tosecond ~~our~~fiscal ~~initial~~quarter ~~business~~of ~~combination~~such year, or (iv) the ~~private~~date ~~placement~~on ~~warrants~~which ~~will~~we ~~expire~~have ~~worthless~~issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~Sponsor’s~~Further, ~~Securities~~Section 102(b)(1) ~~and~~of ~~Compensation~~the ~~The~~JOBS ~~table~~Act ~~below~~exempts ~~summarizes~~EGCs ~~(i)~~from ~~the~~being ~~amount~~required ofto ~~founder~~comply ~~shares~~with ~~and~~new or revised financial accounting standards until private ~~placement~~companies ~~shares~~(that ~~issued~~is, those that have not had a Securities Act registration statement declared effective or todo benot ~~issued~~have toa class of securities registered under the ~~Sponsor~~Exchange inAct) ~~connection~~are ~~with~~required ~~this~~to ~~offering~~comply ~~and~~with the ~~price~~new ~~paid~~ or revised financial accounting standards. The JOBS Act provides that a company can elect to beopt ~~paid~~out byof the ~~Sponsor~~extended ~~for~~transition ~~such~~period ~~securities,~~ and ~~(ii)~~comply with the ~~main~~requirements ~~items~~that ofapply ~~compensation~~to non-EGCs but ~~received~~any orsuch election to beopt ~~received~~out byis irrevocable. We intend to take advantage of the ~~Sponsor~~benefits orof ~~our~~this ~~affiliates:~~extended transition period.

	Description	Price Paid or Payable
Number of founder shares	16,700,000 founder shares (of which 2,500,000 are subject to forfeiture to the extent the underwriter does not exercise its over-allotment option)	$0.00588235 per share
Number of private placement warrants	3,719,000 private placement warrants	$0.09922 per private placement warrant
Office space and general and administrative services	Monthly payments to GigManagement, LLC	$30,000 per month
Compensation to CFO	Monthly payments to CFO	$20,000 per month
Working Capital Loans	Up to $1,500,000 convertible into private placement warrants at a price of $1.00 per warrant	Not applicable

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Moreover, smaller reporting companies may choose to present only the two most recent fiscal years of audited financial statements in their Annual Reports on Form 10-K. For so long as we are a smaller reporting company and not classified as an “accelerated filer” or “large accelerated filer” pursuant to SEC rules, we will be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

We cannot predict whether investors will find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

There is limited operating experience for MMRs of this size, configuration and scale, which may result in greater than expected construction and material costs, maintenance requirements, operating expense or delivery timing.

Although our MMR design utilizes proven light-water reactor technology that has been in commercial operation for approximately 70 years, the NRC has not yet approved any MMRs of the size, configuration and scale of the Hadron Halo. Our MMR design will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons. However, we could still fail to identify manufacturing, material, installation and construction issues early enough to avoid negative effects on production, fabrication,

As deployment ~~described~~or ~~below~~ultimate ~~adjacent~~performance toof the ~~caption~~Hadron ~~“Conversion~~Halo ~~of founder shares~~ and ~~private~~related ~~placement shares and anti-dilution rights~~technologies,” ~~the~~or ~~founder~~we ~~shares and Class A ordinary shares issuable in connection with the conversion of the founder shares~~ may ~~result~~encounter inunexpected ~~material~~regulatory ~~dilution to our public shareholders due to the nominal price of $0~~issues.01 ~~per~~Where ~~founder~~these ~~share~~issues arise at ~~which~~later ~~our~~stages ~~Sponsor and the adviser purchased the founder shares and/or the anti-dilution rights~~ of ~~our~~deployment, ~~founder~~deployment ~~shares~~could ~~that~~be ~~may~~subject ~~result~~to ~~in an issuance of Class A ordinary shares on a~~ greater ~~than~~costs ~~one-to-one basis upon conversion. Our initial shareholders~~ or ~~their affiliates may receive additional compensation and/or may~~ be ~~issued~~significantly ~~additional securities in connection with an initial business combination~~delayed, ~~including~~which ~~securities~~could ~~that~~materially ~~may~~and ~~result~~adversely inaffect ~~material~~our ~~dilution to public shareholders~~business. ~~For more information also see below adjacent to the caption “Limited payments to insiders.”~~

~~Transfer~~We restrictions applicable to founder shares, private placement shares and private placement warrants Except with respect to permitted transferees as described herein under “Principal Shareholders,” our initial shareholders have ~~agreed~~ not toyet ~~transfer,~~commercialized ~~assign~~ or ~~sell~~sold ~~any~~the ofHadron ~~their~~Halo ~~respective founder shares, private placement shares, private placement warrants~~ or any ~~securities~~other ~~underlying~~micro ~~the~~modular ~~private~~reactor ~~placement warrants that they may hold until the date that is~~ (i“MMRs”) ~~in the case of the founder shares and private placement shares~~, the earlier of (A) 6 months after the date of the consummation of our initial business combination or (B) subsequent to our initial business combination, (x) the date on which the last sale price of our Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and ~~the~~there ~~like)~~is ~~for~~no ~~any~~guarantee 20that ~~trading days within any 30-trading day period commencing at least 90 days after our initial business combination, or (y) the date on which~~ we ~~consummate~~will abe ~~liquidation,~~able ~~merger, stock exchange or other similar transaction after our initial business combination which results in all of our shareholders having the right~~ to ~~exchange~~do their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants or any securities underlying the private placement warrants, until 30 days after the completion of our initial business combinationso.

~~Notwithstanding~~After ~~the~~we ~~foregoing~~develop and obtain regulatory approval, the ~~lock-up~~planned ~~period~~initial deployment of the ~~non-managing~~Hadron ~~investors~~Halo ~~shall~~is ~~not~~subject beto ~~longer than~~ the ~~Sponsor’s~~Company ~~lock-up~~reaching ~~period;~~binding ~~provided~~agreements ~~that~~for ifits ~~upon~~scope ~~consummation~~ of ansupply ~~initial~~with ~~business~~potential ~~combination,~~customers. ~~any~~If ~~securityholder~~no ~~holding~~customer ~~more~~enters ~~than~~into ~~three~~such ~~percent~~binding ~~(3.0%)~~agreements ofwith ~~the~~us, ~~capital~~our ~~stock~~initial deployment of the ~~surviving~~Hadron ~~company~~Halo isand ~~not~~ongoing ~~subject~~services toassociated awith ~~lock-up~~such ~~agreement~~deployment orcould isbe ~~subject~~significantly todelayed. This could have a ~~lock-up~~material ~~agreement~~adverse ~~for~~effect aon ~~shorter~~our ~~period~~business ofand ~~time~~financial ~~than~~condition. To date, the ~~non-managing~~various ~~investors,~~letters ~~unless~~of ~~required~~intent tothat ~~comply~~we ~~with~~have ~~the~~entered ~~Nasdaq~~into ~~listing~~with ~~conditions,~~potential ~~the~~customers are non-~~managing~~binding and ~~investors’~~largely ~~lock-up~~contingent ~~period~~upon ~~shall~~governing bebody ~~reduced~~approvals, toregulatory ~~the~~approvals, ~~shortest~~and ~~lock-up~~successful ~~period~~testing orof ~~terminated~~the Hadron Halo, asand may not result in binding agreements for the ~~case~~purchase ~~may~~of beour products or services. ~~Further,~~These ifpotential ~~any~~customers ~~such~~may ~~securityholder~~also iselect ~~released~~to ~~from~~terminate aor ~~lock-up~~pursue ~~period~~other ~~subsequent~~alternative transactions.

Customers may rescind or back out of non-binding agreements due to various reasons which could adversely affect our revenue streams, project timelines, and overall financial performance.

We have entered into and may enter into additional non-binding agreements, such as a memorandum of understanding or a letter of interest with customers for the purchase of Hadron Halo units. These memorandums of understanding and letters of interest are non-binding and the underlying contracts may not come to fruition as a result of among other things, changes in business priorities, financial constraints, regulatory changes, force majeure events, failure to obtain necessary approvals, or failure to meet contractual obligations by either party. The termination of these agreements could adversely affect our business. Additionally, loss of planned customers or projects may negatively impact our reputation and future business prospects.

The market for MMRs generating electric power and high-temperature heat is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for MMRs, and particularly for MMRs utilizing advanced nuclear technologies such as those employed in the Hadron Halo, has not yet been established. MMRs utilizing advanced nuclear technologies have limited operational history and have not been proven at scale. Estimates for the total addressable market and our expectations, inclusive of recent updates, with regards to certain unit economics are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers who have expressed interest in the Hadron Halo, assumed prices and production and regulatory costs for our Hadron Halos, our ability to develop logistical and operational processes, assumptions regarding our technology and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market and serviceable addressable market for our services, as well as the expected growth rate for the total addressable market and serviceable addressable market for our services, may prove to be incorrect.

We may not attract customers to our MMR technology as quickly as we expect, or at all, and acquiring customers may be more expensive than we currently anticipate.

MMRs and advanced nuclear technologies are relatively new and unproven and may be more costly than alternatives. Accordingly, adoption of our technology, or MMRs and advanced nuclear technologies generally, among our potential customers may progress more slowly than we anticipate or it may be more expensive to bring potential customers into our pipeline. Any delay or failure to attract potential customers to the Hadron Halo or MMR technology may have a material and adverse impact on our business and financial condition.

toCompetition ~~the~~from ~~consummation~~existing ofor annew ~~initial~~companies ~~business~~could ~~combination~~cause us to experience downward pressure on prices, ~~the~~fewer ~~Company~~customer ~~shall~~orders, ~~release~~reduced margins, the ~~private~~inability ~~placement~~to ~~shares~~take ~~held~~advantage byof ~~non-managing~~new ~~investors~~business ~~from~~opportunities, and the ~~lock-up~~loss ~~provisions~~of market share.

~~Any~~We ~~permitted~~operate ~~transferees~~in ~~would~~highly becompetitive markets and are subject to ~~the~~competition ~~same~~based ~~restrictions~~upon product design, performance, pricing, quality, and ~~other~~services, ~~agreements~~from ofcompeting ~~our~~nuclear ~~initial~~suppliers ~~shareholders~~as ~~with~~well ~~respect~~as tofrom ~~any~~alternative ~~founder~~means ~~shares~~of ~~and~~producing ~~private~~electricity ~~placement~~and/or ~~shares~~heat. WeThere ~~refer~~are toa ~~such~~number ~~transfer~~of ~~restrictions~~advanced ~~throughout~~reactor ~~this~~designs, ~~prospectus~~and assome advanced reactor projects, under development in the ~~“lock~~U.S. Many of these designs are involved in pre-upapplication review with the NRC.” Our advanced design, projected product design performance, engineering expertise, and quality control have been important factors in our growth; nonetheless other companies providing competing technologies could capture customers or market share from us, which could have a material adverse effect on our business or financial condition.

~~Conversion~~For ofsales ~~founder shares~~ and/or ~~private~~deployments ~~placement~~outside ~~shares~~of ~~and~~jurisdictions ~~anti-dilution~~with ~~rights Subject to adjustment for share sub~~highly-~~divisions,~~developed ~~share~~nuclear ~~capitalizations,~~regulatory ~~reorganizations~~frameworks, ~~recapitalizations~~some ~~and the like, and subject to further adjustment as provided herein, the founder shares and private placement shares, which are designated as Class B ordinary shares, will be convertible at the option~~ of ~~the holder on a one-for-one basis or will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of~~ our ~~initial~~foreign ~~business~~competitors ~~combination~~currently atbenefit afrom, ~~ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares~~ and ~~private~~others ~~placement~~may ~~shares~~benefit ~~will equal,~~ in the ~~aggregate,~~future ~~on an as-converted basis~~from, ~~40%~~permissive ofregulatory ~~the sum of (i) the total number of ordinary shares issued~~ and ~~outstanding~~licensing ~~(assuming~~regimes ~~no exercise of the over-allotment option by the underwriter~~ and including any Class A ordinary shares that may have been issued on a one-for-one basis upon conversion of the Class B ordinary shares at the option of the holder thereof prior to the initial business combination pursuant to the amended and restated memorandum and articles of association) upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued /or ~~deemed~~from ~~issued~~protective ormeasures ~~issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued,~~ by ~~the~~their ~~Company~~home incountries ~~connection~~where ~~with~~governments orare inproviding ~~relation~~financial ~~to the consummation of the initial business combination~~support, ~~excluding~~including ~~any~~significant ~~Class~~investments ~~A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller~~ in the ~~initial~~development ~~business combination and any private placement-equivalent shares issued to our Sponsor, members~~ of ~~our~~new ~~management team or any of their affiliates upon conversion of working capital loans made to the Company~~technologies. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

~~The~~We ~~term~~believe ~~“equity-linked~~our ~~securities”~~ability ~~refers~~ to ~~any~~compete ~~debt~~successfully orin ~~equity~~designing, ~~securities~~engineering ~~that~~and ~~are~~manufacturing ~~convertible,~~our ~~exercisable~~products orand ~~exchangeable~~services ~~for~~at ~~our~~attractive ~~Class~~costs Ato ~~ordinary~~customers ~~shares~~does ~~issued~~and inwill depend on a ~~financing~~number ~~transaction~~of factors, which may change in ~~connection~~the ~~with~~future ~~our~~due ~~initial~~to ~~business~~increased ~~combination~~competition, ~~including,~~our ~~but~~ability ~~not~~to ~~limited~~meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, aour ~~private~~business, ~~placement~~financial condition and results of ~~equity~~operations orwould ~~debt~~be adversely affected.

Technological changes could render our technology and products uncompetitive or obsolete, which could prevent us from achieving market share and sales.

Our failure to refine or advance our MMR technology could cause such technology to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We may need to invest significant financial resources in research and product development to keep pace with technological advances in the industry and to compete in the future; we may be unable to secure such financing. A variety of competing alternative technologies may be in development by other companies that could result in lower manufacturing or operating costs and/or higher performance than those expected for our technology. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for commercialization.

Changes in the availability and cost of electricity, natural gas and other forms of energy are subject to volatile market conditions that could adversely affect our business.

The prices for and availability of electricity, oil and other energy resources are subject to volatile market conditions. We do not control these market conditions, which are, moreover, often affected by political and economic factors beyond our control. Decreases in energy prices, or changes in nuclear energy costs relative to other forms of energy, may adversely affect our business. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive or to adjust their business plans and operations, decreased energy prices may have an adverse effect on our results of operations and financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

Many U.S. electricity markets price electric energy, capacity, and/or ancillary services on a competitive basis, with market prices subject to substantial fluctuations. Other markets remain heavily regulated by state or local utility regulatory authorities, with power purchase decisions by electric utilities subject to various

~~Voting~~ competitiveness ~~arrangements~~or ~~with~~prudence ~~our~~tests. ~~Sponsor,~~As ~~non-managing~~a ~~investors~~result ~~and~~of ~~related~~competitive ~~parties Our initial shareholders will each enter into agreements with us~~pressures, ~~pursuant~~some toelectricity ~~which~~markets ~~they~~experience ~~will~~low ~~agree:~~marginal ~~(1)~~energy toprices ~~waive~~at ~~their~~certain ~~redemption~~times ~~rights~~due ~~with respect~~ to ~~their~~a ~~founder~~combination ~~shares,~~of ~~private~~subsidized ~~placement~~generating ~~shares~~resources, ~~private~~competitors ~~placement warrants and shares underlying any private placement warrants held by them in connection~~ with low-cost or no-cost fuel ~~the~~sources, ~~consummation of our initial business combination~~ or amarket-design ~~tender~~features ~~offer~~that ~~conducted~~create ~~prior~~incentives tofor acertain ~~business~~attributes ~~combination~~ or indeliver ~~connection~~revenue ~~with~~in ~~it;~~unpredictable ~~and~~ways ~~(2)~~over totime, ~~waive their rights to liquidating distributions from the trust account with respect to their founder shares~~ and ~~private placement shares if~~ we ~~fail~~may tonot ~~complete our initial business combination within 24 months from the closing of this offering, although they will~~ be ~~entitled~~able to ~~liquidating~~compete ~~distributions~~in ~~from~~these ~~the~~markets ~~trust~~unless ~~account with respect to any public shares they hold if we fail to complete our initial business combination within~~ the ~~prescribed~~benefits ~~time frame. If we submit an initial business combination to our shareholders for a vote, we will complete our initial business combination only if a majority~~ of the ~~ordinary shares~~ low-carbon, reliable ~~represented in person~~ and/or byresilient ~~proxy~~energy ~~and~~generation ~~entitled~~provided toby ~~vote~~the ~~thereon,~~Hadron ~~voted~~Halo atis asufficiently ~~shareholder meeting are voted in favor of the business combination~~valued. ~~Our~~Even ~~initial shareholders have agreed to vote any Class B ordinary shares held by them~~ in ~~favor~~markets ofthat ~~such~~price ~~initial~~reliable ~~business~~capacity ~~combination.~~on As a ~~result~~long-term basis, inthere ~~addition~~is tono ~~the~~guarantee ~~founder shares and private placement shares~~ that our ~~Sponsor,~~customers’ anMMRs ~~advisor~~will ~~and~~be ~~the non~~sufficiently low-~~managing~~cost so ~~investors~~as ~~have committed~~ to ~~purchase~~clear ~~(as~~auction-style ~~described~~capacity ~~above)~~markets, weand ~~would~~clearing ~~need~~in ~~approximately~~any ~~4,166,666~~one ~~public~~year ~~shares,~~is orno ~~approximately~~guarantee ~~16.7%~~ of ~~the~~clearing ~~25,000,000 public shares sold~~ in ~~this~~successive years. ~~offering~~Moreover, toour beHadron ~~voted~~Halo inwill ~~favor~~likely ofserve a ~~transaction~~specific ~~(assuming~~market ~~all~~segment ~~issued~~of ~~and~~smaller ~~outstanding~~distributed ~~shares are voted~~generation, ~~the~~remote ~~over-allotment~~application ~~option~~or isindustrial ~~not exercised and 2~~customers,~~500,000~~ ~~founder~~who ~~shares~~may have ~~been~~lower ~~forfeited)~~cost inpower/heat ~~order~~alternatives available to ~~have such initial business combination approved. Assuming that only the holders of one-third of our issued and outstanding ordinary shares~~them, ~~representing~~especially ~~a quorum under our amended and restated memorandum and articles of association, vote their shares, we will not need any public shares~~ in ~~addition to our founder shares and~~ the ~~private placement shares held by our sponsor to be voted in favor of an initial business combination in order to approve an initial business combination~~near-term.

~~Expressions~~Given ~~of Interest Certain institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as~~ the ~~“non-managing~~relatively ~~investors”~~lower ~~throughout~~electricity ~~this~~prices ~~prospectus,~~and ~~have~~higher ~~expressed~~availability ~~an interest in purchasing up to an aggregate~~ of ~~approximately~~power ~~99% of $250 million or $247.5 million of the units~~ in ~~this offering at~~ the ~~offering price (assuming the underwriter does not exercise its over-allotment option)~~U.S. ~~None~~when ofcompared ~~the non-managing investors has expressed~~ to usmany aninternational ~~interest~~markets, inthe ~~purchasing~~risk ~~more~~may ~~than~~be ~~9.9%~~greater ofwith ~~the~~respect ~~units~~ to bebusiness ~~sold~~ in ~~this~~the ~~offering~~U.S. ~~There~~Regardless ~~can~~of ~~be no assurance that the non-managing investors will acquire any units~~jurisdiction, ~~either directly or indirectly~~however, infailure ~~this~~of ~~offering,~~the orHadron asHalo to ~~the~~provide ~~amount~~competitively ofprice ~~the~~electricity ~~units~~or ~~the~~heat ~~non-managing~~could ~~investors~~materially ~~will~~and ~~retain,~~adversely ifaffect ~~any,~~our ~~prior~~business. ~~to or upon~~

We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.

Successful execution of our business model is dependent upon public support for nuclear power in the U.S. and other countries. The risks associated with uses of radioactive materials by our customers in future deployments of our MMR design, and the public perception of those risks, can affect our business. Opposition by third parties can delay or prevent the licensing and manufacturing of nuclear power products and in some cases can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In addition, journalists, trade press, and other third parties, potentially including one or more of the agencies with regulatory jurisdiction over us, may publish statements that negatively affect the public or political perception of us. Adverse public opinion or political perceptions could result in increased regulatory requirements and costs or increase the likelihood that our operations are subject to liabilities and adverse claims. In the past, adverse public reaction, increased regulatory scrutiny and related litigation contributed to extended licensing periods for nuclear reactors.

Incidents involving nuclear energy facilities in the U.S. or globally, including accidents, terrorist acts or other high profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, our customers and the markets in which we operate, and such adverse effects could potentially decrease demand for nuclear energy, increase regulatory requirements and costs or result in liability or claims that could materially and adversely affect our business.

Successful execution of our business model is dependent upon public support for nuclear power, in general, in the U.S. and other countries. If there is an incident affecting nuclear energy facilities in the U.S. or globally, public perception could be materially negatively impacted. Opposition by third parties can delay or prevent the licensing of nuclear reactors and in some cases can limit the operation of nuclear reactors. In the past, adverse public reaction, increased regulatory scrutiny and related litigation contributed to extended licensing and commercialization periods for new nuclear reactors.

With respect to public perceptions, the effects of the 2011 Tohoku earthquake and tsunami that caused a radiological incident at the Fukushima nuclear power plant in Japan increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants and a dampening of the favorable regulatory climate needed to introduce new nuclear power technologies. As a result of these events, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. Similarly, the accidents at Three Mile Island and Chernobyl increased fears of nuclear power and hindered the widespread acceptance of nuclear power. If a high-visibility or

~~the~~ high-consequence ~~consummation~~nuclear ofincident, ~~our~~including ~~initial~~the ~~business~~loss ~~combination.~~or ~~Because~~mishandling ~~these expressions~~ of ~~interest~~nuclear ~~are~~materials, ~~not binding agreements~~ or ~~commitments~~other ~~to purchase~~event, ~~the~~such ~~non-managing~~as ~~investors~~a ~~may~~terrorist ~~determine~~attack toinvolving ~~purchase~~ a ~~different~~nuclear ~~number~~facility, ~~or no units in this offering. In addition~~occurs, ~~the~~public ~~underwriter~~opposition ~~has~~to ~~full~~nuclear ~~discretion~~power tomay ~~allocate~~increase ~~the~~dramatically, ~~units~~regulatory torequirements ~~investors~~ and ~~may~~costs ~~determine~~could tobecome ~~sell~~more aonerous ~~different number~~ or noprohibitory, ~~units to the non-managing investors. The underwriter will receive the same upfront discounts~~ and ~~commissions~~customer ondemand ~~units~~for ~~purchased by the non-managing investors in this offering~~heat, ~~if any~~electricity, asor itfuel ~~will~~could onsuffer, ~~the~~which ~~other~~could ~~units~~materially ~~sold~~and toadversely ~~the~~affect ~~public~~our inbusiness ~~this~~prospects, ~~offering.~~financial ~~In addition~~condition, ~~none~~results of ~~the~~operations ~~non-managing~~and ~~investors~~cash ~~has any obligation to vote any of their public shares in favor of our initial business combination~~flows.

InUnsatisfactory ~~the~~safety ~~event~~performance ~~that the non-managing investors purchase such units (either in this offering~~ or ~~after)~~security ~~and~~incidents ~~vote~~at ~~them in favor of~~ our ~~initial~~facilities — or business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-managing investors are not obligated to continue owning any ~~public~~nuclear ~~shares~~facility ~~following~~around the ~~closing~~world — could ~~and~~have ~~are~~a ~~not~~material ~~obligated~~adverse toeffect ~~vote~~on ~~any public shares in favor of~~ our ~~initial~~ business ~~combination~~, wefinancial ~~cannot~~condition ~~assure~~and ~~you~~results ~~that any~~ of these non-managing investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing investors will vote on any business combinationoperations.

~~For~~We ~~more~~design ~~information~~and onwill ~~additional~~manufacture ~~financing~~highly wesophisticated ~~may~~MMRs ~~raise~~that independ ~~connection~~on complex technology. We also work cooperatively with our ~~initial~~suppliers, ~~business~~subcontractors, ~~combination~~ and ~~risks~~other ~~related~~parties. ~~thereto~~Failures, ~~see~~disruptions ~~“Risk~~or ~~Factors~~compromises —to Weour or our third parties’ systems or facilities may ~~issue~~be ~~additional~~caused ~~shares~~by natural disasters, accidents, power disruptions, telecommunications failures, acts of ~~ordinary~~terrorism or ~~preference~~war, ~~shares~~computer toviruses, ~~complete~~bugs ~~our~~or ~~initial~~vulnerabilities, ~~business~~physical ~~combination~~ or ~~under~~electronic break-ins, human anerror, ~~employee~~targeted ~~incentive~~cyberattacks, ~~plan~~other ~~upon~~intentional conduct, or ~~after~~similar ~~consummation~~events ofor ~~our~~incidents. ~~initial~~While ~~business~~we ~~combination,~~have ~~which~~built ~~would~~operational ~~dilute~~processes to ensure that the ~~interest~~design, manufacture, performance and servicing of our ~~shareholders~~MMRs will meet rigorous safety standards and ~~likely~~performance ~~present~~goals, there can be no assurance that we will not experience operational or process failures or other problems, including through manufacturing or design defects, failure of third-party safeguards, mishandling or process failures, natural disasters, cyber attacks, or other intentional acts, that could result in potential safety risks.” There can be no assurance that our preparations, or those of third parties, will be able to prevent any such incidents.

~~Offering~~Any ~~proceeds~~actual toor beperceived ~~held~~safety inissues ~~the~~may ~~trust~~result ~~account~~in ~~The~~significant ~~Nasdaq~~reputational ~~rules~~harm ~~provide~~to ~~that~~our atbusinesses, ~~least 90% of the gross proceeds from this offering and the sale of the units be deposited~~ in aaddition ~~trust~~to ~~account.~~tort Ofliability, ~~the $250~~maintenance,~~000,000~~ ~~gross~~increased ~~proceeds~~safety weinfrastructure ~~will receive from this offering~~ and ~~the~~other ~~sale~~costs ofthat ~~the~~may ~~private~~arise. ~~placement~~Such ~~warrants~~issues ~~(or~~with ~~$287,500,000~~our ~~if the over-allotment option is exercised in full)~~MMRs, ~~an aggregate of $250~~facilities,~~000,000~~ (or ~~$10.00~~customer ~~per~~safety ~~unit),~~could orresult ~~$287,500,000~~in (delaying or ~~$10.00~~cancelling ~~per~~delivery ~~unit)~~of ifMMRs ~~the~~to ~~over-allotment~~our ~~option is exercised in full~~customers, ~~will~~increased beregulation ~~placed~~or inother asystemic ~~segregated~~consequences. ~~trust~~Our ~~account~~inability ~~located~~to inmeet ~~the~~our ~~United~~safety ~~States~~standards ~~maintained~~or byaddress ~~Continental~~adverse ~~Stock~~publicity ~~Transfer~~affecting &our ~~Trust~~reputation ~~Company~~as ~~acting~~a asresult ~~trustee~~of ~~pursuant~~accidents, tomechanical anfailures, ~~agreement~~damages to becustomer ~~signed~~property onor ~~the~~medical ~~date~~complications ofcould ~~this~~have ~~prospectus.~~a ~~The~~material ~~funds~~adverse ineffect ~~the~~on ~~trust~~our ~~account~~business, ~~will~~financial becondition ~~invested~~and ~~only~~results inof ~~specified U~~operation.S. ~~government treasury bills or in specified money market funds.~~

~~Except~~In asthe ~~set~~nuclear ~~forth below~~industry, an accident or incident involving the ~~proceeds~~mishandling ~~held~~of nuclear materials at any nuclear facility in the ~~trust~~world ~~account~~can ~~will~~have ~~not~~an beimpact ~~released~~on ~~until~~other nuclear facilities around the ~~earlier~~world in terms of: ~~(1)~~public acceptance, political pressures, and regulatory requirements and scrutiny. For example, the ~~completion~~March 2011 accident at the Fukushima Daiichi plant in Japan resulted in millions of ~~our~~dollars ~~initial~~in ~~business~~additional ~~combination~~regulatory ~~within~~reviews and requirements for U.S. nuclear power plants. If a safety incident occurs at any nuclear facility in the ~~required~~world, ~~time~~it ~~period;~~could ~~(2)~~delay licensing and/or drive up costs to license or own our MMRs and negatively impact our business or financial condition.

The direct and indirect impact on us and our customers from severe weather and other effects of climate change and the economic impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.

Our operations and properties, and those of our manufacturing partners, suppliers or customers, may in the future be adversely impacted by flooding, wildfires, high winds, drought and other effects of severe weather conditions that may be caused or exacerbated by climate change. These events can force our customers to suspend operations at impacted properties and may result in significant damage to such properties. Even if these events do not directly impact us or our customers they may indirectly impact us and our customers through increased insurance, energy or other costs. In addition, although the ongoing transition to non-carbon based energy is creating significant opportunities for us and our customers, the transition also presents certain risks, including macroeconomic risks related to higher energy costs and energy shortages, among other things. These direct and indirect impacts from climate change could adversely affect our financial condition, operating results, supply chain and cash flows.

~~redemption~~Our ofoperations ~~100%~~involve of the ~~outstanding~~use, ~~public~~transportation shares if we have not completed an initial business combination in the required time period; or (3) our redemption of our public shares in connection with the approval of any amendment to the provisions of our amended and ~~restated~~disposal ~~memorandum and articles~~ of ~~association governing our pre-initial business combination activity and related shareholders’ rights. Therefore~~toxic, ~~unless~~hazardous and ~~until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering~~ /or ~~expenses~~radioactive ~~which~~materials ~~we may incur related to the investigation~~ and ~~selection~~could ofresult ~~a target business and the negotiation of an agreement to acquire a target business. The proceeds deposited~~ in ~~the~~liability ~~trust~~without ~~account~~regard ~~could become subject~~ to ~~the~~fault ~~claims~~or ~~of our creditors, if any, which could have priority over the claims of our public shareholders~~negligence.

~~Unless~~Our ~~and~~operations ~~until~~involve wethe ~~complete~~use, ~~our initial business combination~~transportation, noand ~~proceeds~~disposal ~~held~~of intoxic, ~~the~~hazardous ~~trust~~and ~~account~~radioactive ~~will~~materials. beA ~~available~~release ~~for~~of ~~our~~these ~~use,~~materials ~~except~~could ~~the~~pose ~~withdrawal~~a ofhealth ~~interest~~risk to ~~pay taxes~~humans, ifplants ~~any.~~and ~~Based~~animals ~~upon~~or ~~current~~the ~~interest~~environment. ~~rates,~~If wean ~~expect~~accident ~~the~~were ~~trust~~to ~~account~~occur, toits ~~generate~~severity ~~approximately~~would ~~$11,250,000~~depend ofon ~~interest~~the ~~annually~~volume ~~(or~~and ~~$12,937,500~~location ifof the ~~over-allotment~~release ~~option~~and isthe ~~exercised~~speed inof ~~full)~~corrective ~~(assuming~~action antaken ~~interest~~by ~~rate~~emergency ofresponse ~~4.50%~~personnel, ~~per~~as ~~year).~~well ~~Unless~~as ~~and~~other ~~until~~factors webeyond ~~complete~~ our ~~initial business combination~~control, wesuch ~~may~~as ~~pay~~weather ~~our~~and ~~expenses~~wind ~~only~~conditions. ~~from:~~

•While ~~that~~we ~~portion~~do not currently own any property in the U.S., if, in the future we do, under federal, state and local laws and regulations, a current or former owner or operator of real property may be liable for costs to remediate contamination resulting from the ~~net~~presence ~~proceeds~~or release of ~~this~~hazardous ~~offering~~substances, wastes or petroleum products. These costs could be substantial and liability under such laws is strict and may attach whether or not the ~~sale~~owner or operator knew of or caused such contamination. Moreover, the ~~private~~presence ~~placement~~of ~~warrants~~contamination ~~not~~may ~~held~~expose us to third-party claims for property damage or bodily injury, subject our properties to liens in favor of the ~~trust~~government ~~account~~for damages and ~~cash~~cleanup ~~held~~costs, ~~outside~~impose restrictions on the ~~trust~~manner ~~account~~in ~~before~~which ~~the~~we ~~offering~~use our properties, ~~which~~and ~~will~~materially beadversely ~~approximately~~affect $2our ability to sell,~~100~~ lease,~~005~~ ininsure, ~~working~~or ~~capital~~develop ~~after~~our properties. We also may be liable for costs of remediating third-party disposal sites to which we arranged for the ~~payment~~disposal or treatment of ~~approximately~~hazardous ~~$1,622,000~~substances without regard to whether such disposal occurred in ~~offering~~compliance ~~expenses~~with ~~relating~~environmental tolaws. ~~this~~These ~~offering;~~matters ~~and~~could have an adverse effect on our financial condition.

•Additionally, ~~any~~we ~~loans~~may orbe ~~additional~~responsible ~~investments~~for ~~from~~decontamination ~~our~~or ~~Sponsor,~~decommissioning ~~members~~ of ~~our~~facilities ~~management~~where ~~team~~we conduct, or ~~any~~previously ofconducted, ~~their~~operations. ~~affiliates~~Activities orof ~~other~~our ~~third parties~~contractors, ~~although~~suppliers ~~they~~or ~~are~~other ~~under~~counterparties nosimilarly ~~obligation~~may toinvolve ~~loan~~toxic, ~~funds~~hazardous, orand ~~invest~~radioactive inmaterials us and ~~provided~~we ~~that~~may ~~any~~be ~~such~~liable ~~loans~~contractually, ~~will~~or ~~not~~under ~~have~~applicable ~~any~~law, ~~claim~~to oncontribute ~~the~~to ~~proceeds~~remedy ~~held~~damages inor ~~the~~other ~~trust~~costs ~~account~~arising ~~unless~~from such ~~proceeds~~activities, ~~are~~including ~~released~~the todecontamination usor ~~upon~~decommission ~~completion~~ of ~~our~~third-party ~~initial business combination~~facilities.

~~Limited~~In ~~payments~~the toU.S., ~~insiders~~the ~~There~~nuclear ~~will~~liability belaw nocodified ~~fees~~at 42 U.S.C. 2210 (along with subsequent amendments, ~~reimbursements~~the or“Price-Anderson ~~other~~Act”) ~~cash~~and ~~payments~~applicable ~~paid~~NRC regulations and corresponding insurance requirements channel liability to ~~our~~certain ~~Sponsor,~~licensees ~~officers~~(such ~~and~~as ~~directors,~~operators of nuclear reactors) for third-party offsite damages caused by a nuclear incident or ~~their~~a ~~affiliates~~precautionary ~~prior~~evacuation due to, a possible or ~~for~~actual ~~any~~nuclear ~~services~~incident. ~~they~~The ~~render~~Price-Anderson inAct ~~order~~requires NRC licensees and DOE contractors to ~~effectuate,~~enter ~~the~~into ~~consummation~~indemnification ofagreements ~~our~~to ~~initial~~cover ~~business~~personal ~~combination~~injury ~~(regardless~~and ofproperty ~~the~~damage ~~type~~to ofthose ~~transaction~~harmed ~~that~~by ita ~~is)~~nuclear ~~other~~or ~~than~~radiological incident, including incidents in the ~~following~~course ~~payments,~~of ~~none~~the operation of ~~which~~reactors, ~~will~~test beand ~~made~~research ~~from~~reactors, ~~that~~DOE ~~portion~~nuclear ofand ~~the~~radiological ~~proceeds~~facilities and transportation of ~~this~~nuclear ~~offering~~fuel to and ~~the~~from ~~sale~~a ofcovered ~~the~~facility. ~~private~~U.S. ~~placement~~law ~~warrants~~is ~~held~~substantially similar in ~~the~~effect ~~trust~~to ~~account~~global ~~prior~~nuclear liability regimes wherein operators are subject to robust financial protection regimes, such as required insurance policies or government indemnification, to cover the ~~consummation~~operator’s financial risk in the event of a nuclear incident that gives rise to third-party offsite liability. If, however, an incident or precautionary evacuation is not covered under such a nuclear liability regime, we could be financially liable for damages arising from such incident or evacuation, which could have an adverse effect on our ~~initial~~results ~~business~~of ~~combination:~~operations and financial condition.

•The ~~payment~~Price-Anderson Act does not, however, cover on-site loss or damage to anproperty ~~affiliate~~due ofto ~~our~~a ~~Sponsor~~nuclear incident. Rather, ~~GigManagement~~the NRC, ~~LLC~~like many nuclear regulators around the world, ofrequires anuclear ~~monthly~~operators ~~fee~~to ofmaintain ~~$30~~on-site property damage insurance. If an incident resulting in onsite property damage is not otherwise covered by the mandatory insurance policy maintained at the facility,~~000~~ then we could be potentially liable for ~~office~~damages ~~space~~arising ~~and~~from ~~administrative~~such ~~and~~incident, ~~support~~which ~~services~~could ~~until~~have ~~the~~an ~~consummation~~adverse effect on our results of anoperations ~~initial~~and ~~business~~financial ~~combination;~~condition.

In our contracts, we seek to protect ourselves from liability, but there is no assurance that such contractual limitations on liability will be effective in all cases or in all jurisdictions. The costs of defending against a claim arising out of a nuclear incident or precautionary evacuation not otherwise covered by insurance, and any damages awarded as a result of such claim, could adversely affect our results of operations and financial condition.

•Unresolved ~~payment~~spent tonuclear fuel storage and disposal issues and associated costs could have a significant negative impact on the Company’s ~~Chief~~business ~~Financial~~operations ~~Officer~~if ofpotential upcustomers toview ~~$20,000~~the ~~per~~risks ~~month~~associated ~~for~~with ~~her~~these ~~services~~issues toand ~~the~~costs ~~Company;~~as unacceptably high.

•The ~~reimbursement~~Nuclear Waste Policy Act of ~~out-~~1982 requires the DOE to provide for the permanent disposal of spent nuclear fuel (“SNF”) and associated high-~~pocket~~level ~~expenses~~nuclear ~~incurred~~waste by(“HLW”). ~~our~~In ~~executive~~1987, ~~officers~~Congress ~~and~~amended ~~directors~~the ~~and~~Nuclear ~~advisory~~Waste ~~fees~~Policy Act to ~~directors~~identify Yucca Mountain, in ~~connection~~Nevada, ~~with~~as ~~certain~~the ~~activities~~only onsite ~~our~~that ~~behalf~~the DOE could consider for a permanent repository. The DOE has since cancelled this project, ~~such~~but asunder ~~identifying~~the federal law, is required to construct storage facilities for, and ~~investigating~~to ~~possible~~dispose ~~business~~of, ~~targets~~all SNF and ~~business~~other ~~combinations~~HLW generated by domestic nuclear reactors. Interim storage requires the construction and maintenance of NRC licensed SNF/ HLW storage facilities. The NRC regulates SNF through a combination of regulatory requirements, licensing, and safety and security oversight. While the costs of developing and maintaining these interim storage facilities can have a significant effect on the costs associated with waste storage and disposal for nuclear reactors, including the Hadron Halo, these costs could themselves be impacted by the timing of the opening of a disposal facility, as well as ~~advisory~~any ~~fees~~possible future changes to ~~directors~~the ~~pertaining~~interim tostorage ~~board~~or ~~committee~~transportation ~~service~~requirements for SNF and ~~extraordinary~~other ~~administrative~~forms of HLW, and ~~analytical~~the ~~services;~~extent to which operators are able to continue to successfully sue DOE for costs incurred as a result of its continued failure to provide for permanent disposal.

•The ~~payment~~Company ~~for~~is ~~analyst~~working to develop on-site SNF/HLW storage solutions with the NRC. Any such storage sites are required to have an NRC fuel storage license and ~~consultant~~we ~~services~~plan asto ~~approved~~work bywith the NRC to obtain the necessary licenses for our ~~Board~~solution. However, there are risks of ~~Directors;~~changing regulations and policy reforms that could cause delays in our ability to obtain such licenses, which would prevent our ability to develop on-site SNF/HLW storage solutions.

•If ~~repayment~~we ~~upon~~are ~~consummation~~unable ofto ~~our~~obtain ~~initial~~licenses ~~business~~for ~~combination~~on-site ofSNF/HLW ~~any~~storage, ~~loans~~we ~~which~~will ~~may~~ be ~~made~~required byto ~~our~~find ~~Sponsor,~~alternative ~~executive~~storage ~~officers~~solutions. ~~and~~There ~~directors,~~are orcurrently ~~their~~two ~~affiliates,~~consolidated tointerim ~~finance~~storage ~~transaction~~(“CIS”) ~~costs~~facilities under development in ~~connection~~the ~~with~~U.S. anfor ~~intended~~the ~~initial~~interim ~~business~~storage ~~combination~~of SNF/HLW. ~~The~~One ~~terms~~facility ofhas ~~any~~received ~~such~~an ~~loans~~NRC ~~have~~license ~~not~~for ~~been~~construction ~~determined~~and ~~nor~~operation, ~~have~~and ~~any~~the ~~written~~other ~~agreements~~facility ~~been~~is ~~executed~~in ~~with~~the ~~respect~~final ~~thereto~~stages of its NRC licensing review. UpIt tois $1possible that SNF/HLW generated at our reactors could be stored at one of these CIS facilities; however,~~500~~ it is also possible that these CIS facilities are never built or become operational,~~000~~ ofor ~~such~~are ~~loans~~unable ~~may~~to bestore ~~convertible~~such ~~into~~waste ~~additional~~from ~~private~~our ~~placement~~reactor, ~~warrants~~in ofwhich case, the ~~post-business~~waste ~~combination~~would ~~entity~~need to be stored onsite or at aanother ~~price~~interim ofSNF ~~$1.00~~storage ~~per~~facility ~~warrant~~until atanother ~~the~~disposal option ofbecame ~~the~~available, ~~lender~~such as a U.S. ~~The~~government ~~warrants~~determined ~~would~~permanent benational ~~identical~~repository toor ~~the~~other ~~private~~government ~~placement~~storage ~~warrants~~facility.

~~These~~The ~~payments~~establishment ~~may~~of bea ~~funded~~national ~~using~~repository ~~that~~for ~~portion~~the storage and/or permanent disposal of SNF, such as the ~~net~~one ~~proceeds~~previously considered at Yucca Mountain, Nevada, the timing of ~~this~~such ~~offering~~a facility’s opening and the ~~sale~~ability of ~~the~~such ~~private~~a ~~placement~~facility ~~warrants~~to ~~not~~accept ~~held~~waste infrom our MMRs and any related regulatory action, could impact the ~~trust~~costs ~~account~~associated with ours and our customers’ storage and/or disposal of SNF/HLW. Likewise, ~~upon~~the ~~completion~~establishment of a CIS for the ~~initial~~storage ~~business~~of ~~combination~~SNF/HLW, the timing of such a facility’s opening and being able to accept waste from our reactors, and any ~~amounts~~related ~~remaining~~regulatory ~~from~~action, ~~the~~could ~~proceeds~~impact our customers’ costs associated with storage of SNF/HLW. These waste storage issues, and changes to the ~~trust~~current ~~account~~waste ~~released~~disposal practices or changes to usreactor operators’ ability to recover storage costs from DOE through litigation, could be material to our operations if potential customers view waste disposal as problematic, detrimental or a negative factor when considering an investment in ~~connection~~our ~~therewith~~MMRs.

Our ~~audit~~supply ~~committee~~base ~~will~~may ~~review~~not onbe aable ~~quarterly~~to ~~basis~~scale ~~all~~to ~~payments~~the ~~that~~production ~~were~~levels ~~made~~necessary to ~~our~~meet ~~Sponsor,~~sales ~~executive officers or directors, or our or any of their affiliates~~projections.

~~Audit~~We ~~Committee~~do ~~Prior~~not tocurrently ~~the~~have ~~effectiveness~~manufacturing ofassets ~~this~~and ~~registration~~will ~~statement,~~rely weon ~~will~~third ~~have~~party ~~established~~manufacturers and ~~will~~construction ~~maintain~~firms anto ~~audit~~build ~~committee~~our ~~(which~~reactors ~~will~~and beassociated ~~composed~~equipment ~~entirely~~and ~~of independent directors)~~ to, ~~among~~construct ~~other~~future ~~things,~~planned ~~monitor~~manufacturing ~~compliance~~and ~~with~~assembly ~~the~~facilities. ~~terms~~While ~~described~~we ~~above~~are ~~and~~working ~~the other terms relating~~ to ~~this~~develop ~~offering.~~these Ifcapabilities ~~any~~and ~~noncompliance~~facilities ~~is identified~~internally, ~~then~~these ~~the~~capabilities ~~audit~~and ~~committee will be charged with~~ the ~~responsibility~~facilities toinvolve ~~immediately~~risks ~~take~~including ~~all~~timeline, ~~action~~cost, ~~necessary~~and tofinancing ~~rectify~~risk ~~such~~and ~~noncompliance~~even orif ~~otherwise~~successfully todeveloped, ~~cause~~will ~~compliance~~not ~~with~~be ~~the~~available ~~terms~~for ofour ~~this~~earliest ~~offering~~reactor deployments. ~~For~~Moreover, ~~more~~we ~~information,~~are ~~see~~dependent ~~“Management—Committees~~on offuture ~~the~~supplier ~~Board~~capability ofto ~~Directors—Audit~~meet ~~Committee.”~~

Election of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares and private placement shares will have the right to vote on the appointment of directors (by a majority of votes cast by the holders of the founder shares and private placement shares). Holders of our public shares will not be entitled to vote on the election of directors during such time. Further, prior to the closing of our initial business combination, only holders of our Class B

~~ordinary~~ production ~~shares~~demands ~~will~~attendant ~~be entitled~~ to vote on transferring the Company by way of continuation in a jurisdiction outside the Cayman Islands (which requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company) (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands) and, as a result, our ~~initial shareholders will be able to approve any such proposal without the vote of any other shareholder~~forecasts. ~~These~~If ~~provisions of~~ our ~~amended~~supply ~~and~~chain ~~restated~~cannot ~~memorandum~~meet ~~and~~the ~~articles~~schedule ofdemands ~~association may only be amended by a special resolution passed by holders representing at least two-thirds~~ of our outstanding Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the ~~applicable rules of Nasdaq then in effect~~market, ~~holders of~~ our ~~founder~~projected ~~shares~~sales ~~and~~revenues ~~holders~~could ofbe ~~our~~materially ~~public shares will vote together as a single class, with each share entitling the holder to one vote~~impacted.

~~Conditions~~Our tocurrent ~~completing~~and ~~our~~future ~~initial~~ business ~~combination~~operations, ~~There~~including ~~is no limitation on~~ our ability to ~~raise~~successfully ~~funds~~commercialize ~~privately~~the orHadron ~~through~~Halo, ~~loans~~rely inand ~~connection~~will ~~with~~continue ~~our initial business combination. The Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal~~ to atrely ~~least~~heavily ~~80% of the net assets held in trust (less any taxes payable~~ on ~~interest~~securing ~~earned)~~agreements ~~at the time of our signing a definitive agreement in connection~~ with ~~our~~suppliers ~~initial~~for ~~business~~essential ~~combination.~~materials Weand docomponents ~~not~~which ~~currently~~will ~~intend~~be used to ~~purchase~~manufacture ~~multiple~~and ~~businesses~~assemble ~~in unrelated industries in conjunction with~~ our ~~initial business combination~~reactors.

IfThe ~~our~~execution, ~~Board~~termination, ofexpiration, ~~Directors~~or isfailure ~~not able~~ to ~~independently~~renew ~~determine~~agreements ~~the~~with ~~fair~~our ~~market~~suppliers, ~~value~~whether ofdue ~~the~~to ~~target~~unforeseen ~~business or businesses~~circumstances, ~~we may obtain an opinion~~including, inbut ~~our~~not ~~sole~~limited ~~discretion~~to, ~~from~~supplier aninsolvency ~~independent~~and ~~investment~~regulatory ~~banking~~changes, ~~firm~~pose ~~that~~significant isrisks ato ~~member~~our ofsupply ~~FINRA, or from another independent entity~~chain. ~~However,~~In ~~unless~~the weevent ~~consummate~~that ~~our~~such ~~initial~~agreements ~~business~~are ~~combination~~not ~~with~~successfully anmaintained ~~affiliated~~or ~~entity~~replaced, ~~our~~we ~~Board~~may ofencounter ~~Directors~~difficulties issourcing ~~not~~ required tomaterials ~~obtain~~and ancomponents, ~~opinion~~leading ~~from~~to andeployment ~~independent~~delays, ~~investment~~increased ~~banking~~costs, ~~firm~~ or ~~another~~an ~~independent~~inability ~~entity that the price we are paying is fair~~ to ~~our~~meet ~~shareholders~~customer ~~from a financial point of view~~demand. WeAny ~~will~~interruption ~~complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own~~ or ~~acquire~~inability ~~50%~~to ormaintain ~~more~~relationships ofwith ~~the~~current ~~issued~~ and ~~outstanding~~future ~~voting~~suppliers, ~~securities of the target~~ or ~~otherwise~~failure ~~acquire a controlling interest in the target sufficient for it not~~ to besecure ~~required~~materials tofrom ~~register~~alternative assuppliers ancould ~~investment~~adversely ~~company~~impact ~~under~~our ~~the~~business ~~Investment~~operations, ~~Company~~financial ~~Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target~~performance, ~~our~~and ~~shareholders~~reputation. ~~prior to our initial~~

We rely on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in the Hadron Halo. We and our third-party vendors may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs.

We will rely on a limited number of suppliers for certain raw materials, such as uranium (LEU+ fuel), and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production. For example, if we are unable to obtain LEU+ fuel due to supply chain disruptions, our ability to produce power will be adversely affected, which could have a material adverse effect on our business prospects, financial condition and results of operations.

We do not directly manufacture any of the components of our MMRs. Our ability to manufacture our MMRs will be dependent upon sufficient availability of raw materials and supplied components, including many highly technical components that are still under design, are being designed for first-of-a-kind or sole use in the Hadron Halo and have not yet been qualified for use, are only produced by a limited number of suppliers and may be particularly susceptible to cost increases, supply chain disruptions or inflationary pressures, both in the U.S. and abroad. Any supply chain disruption incurred by our third-party suppliers or degradation in the quality and processes of our manufacturer partners, may result in delays, cost overruns or impairments to the development of our reactors. We may not be able to obtain a sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in, or the inability to, manufacture MMRs or result in increased costs.

Additionally, the imposition of tariffs and impacts of inflation on raw materials or supplied components for our reactors could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner. Such prolonged disruptions could also cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

We depend on key executives, and management, and other highly skilled personnel to execute our business plan and conduct our operations. A departure of key personnel could have a material adverse effect on our business.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop, and retain a sufficient number of other highly skilled personnel, including

~~business~~ engineering, ~~combination~~science, ~~may~~manufacturing ~~collectively~~and ~~own~~quality aassurance, ~~minority~~regulatory ~~interest~~affairs, ~~in the post-transaction company~~finance, ~~depending~~marketing ~~on valuations ascribed to the target~~ and ussales ~~in our initial business combination transaction~~personnel. IfThe ~~less~~loss ~~than 100%~~ of ~~the~~any ~~equity~~one ~~interests~~ or ~~assets~~more members of aour ~~target~~senior ~~business~~management orteam, ~~businesses~~for ~~are~~any ~~owned or acquired by the post-transaction company~~reason, ~~the~~including ~~portion~~resignation ~~of such business~~ or ~~businesses~~retirement, ~~that~~could isimpair ~~owned~~our orability ~~acquired~~to isexecute ~~what~~our ~~will~~business bestrategy ~~valued~~and ~~for~~have ~~purposes~~a ofmaterial ~~the~~adverse ~~80%~~effect ofon ~~net assets test; provided that in the event that~~ our ~~initial~~ business ~~combination~~and ~~involves~~financial ~~more~~condition ~~than~~if ~~one~~we ~~target~~are ~~business,~~unable ~~the~~to ~~80%~~successfully ofattract ~~net~~and ~~assets~~retain ~~test~~qualified ~~will~~and behighly ~~based~~skilled onreplacement ~~the aggregate value of all of the target businesses~~personnel.

~~Permitted~~Our ~~purchases of public shares by our affiliates If we seek shareholder approval of our initial~~ business ~~combination~~plan ~~and~~requires weus ~~do not conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~attract ~~tender~~and ~~offer~~retain ~~rules,~~qualified ~~our~~personnel ~~Sponsor,~~including ~~directors,~~personnel executive officers, advisors or any of their affiliates may purchase shares of our Class A ordinary shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see “Proposed Business—Initial Business Combination” for a description of how such persons will determine from which shareholders to seek to acquire shares. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with ~~our~~highly ~~initial~~technical ~~business combination~~expertise. ~~However,~~Our ~~such~~failure ~~persons have no current commitments, plans or intentions~~ to ~~engage~~successfully inrecruit ~~such transactions~~ and ~~have~~retain ~~not~~experienced ~~formulated~~and ~~any~~qualified ~~terms~~personnel orcould ~~conditions~~have ~~for any such transactions. In the event our Sponsor, directors, executive officers, advisors or any of their affiliates determine to make any such purchases at the time of~~ a ~~shareholder~~material ~~vote~~adverse ~~relating~~effect toon our ~~initial~~ business ~~combination, such purchases could have the effect of influencing the vote necessary to approve such transaction~~. None of the funds in the trust account will be used to purchase Class A ordinary shares in such transactions. If any of our Sponsor, directors, executive officers, advisors or any of their affiliates engages in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~Subsequent~~Our tofuture ~~the~~success ~~consummation~~depends ofin ~~this~~part ~~offering,~~on weour ~~will~~ability ~~adopt~~to ancontract ~~insider~~with, ~~trading~~hire, ~~policy~~integrate, ~~which~~and ~~will~~retain ~~require~~highly ~~insiders~~competent tonuclear ~~(1)~~reactor ~~refrain~~and ~~from~~fuels ~~purchasing~~focused ~~securities~~engineers ~~during~~and ~~certain~~scientists, ~~blackout~~and ~~periods~~other ~~and~~qualified ~~when~~personnel. ~~they~~Competition ~~are~~for inthe ~~possession~~limited number of ~~any~~these ~~material~~skilled ~~non-public~~professionals ~~information~~is ~~and~~intense. ~~(2)~~If ~~clear~~we ~~all~~are ~~trades~~unable ~~with~~to ~~our~~adequately ~~legal~~anticipate ~~counsel~~our ~~prior~~needs tofor ~~execution.~~certain Wekey ~~cannot~~competencies ~~currently~~and ~~determine~~implement ~~whether~~human ~~any~~resource ofsolutions ~~our~~to ~~insiders~~recruit ~~will~~or ~~make~~improve ~~such~~these ~~purchases~~competencies, ~~pursuant~~our tobusiness, aresults ~~Rule~~of ~~10b5-1~~operations ~~plan,~~and asfinancial ~~that~~condition would besuffer. ~~dependent~~If ~~upon~~we ~~several~~are ~~factors,~~unable ~~including~~to ~~but~~recruit ~~not~~and ~~limited~~retain ~~to,~~highly ~~the~~skilled ~~timing~~personnel, ~~and~~especially ~~size~~personnel ofwith ~~any~~sufficient ~~such~~technical ~~purchase.~~expertise ~~Depending~~to ondevelop ~~the~~our ~~circumstances~~powerhouses, ~~any~~fuel offabrication ~~our~~facilities, ~~insiders~~recycling ~~may~~facilities, ~~decide~~and tofuel, ~~make~~we ~~purchases~~may ofexperience ~~our~~delays, ~~Class~~increased Acosts, ~~ordinary~~and ~~shares~~reputational harm.

Some of our management team has limited experience in operating a public company.

Some of our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our obligations as a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. We may be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

We are subject to information technology and cyber security threats which could have adverse effects, including regulatory effects, on our business and results of operations.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property, proprietary business information and personal information). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party contractors who have access to our confidential information.

Despite the implementation of security measures, given their size and complexity and the increasing amounts of confidential information that they maintain, our internal information technology systems and those of our contractors and consultants are potentially vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to

~~pursuant~~ affect toservice areliability ~~Rule~~and ~~10b5-1~~threaten ~~plan~~the orconfidentiality, integrity and availability of information), which may ~~determine~~compromise ~~that~~our ~~acting~~system ~~pursuant~~infrastructure or lead to data leakage. As part of our regular review of potential risks, we analyze emerging cyber security threats to us and our contractors, consultants, business partners and other third parties as well as our plans and strategies to address them. Our Board, which has oversight responsibility for cyber security risks, is regularly briefed by management on such aanalyses. ~~plan~~Additionally, our Board is ~~not~~responsible ~~required~~for ~~under~~overseeing the ~~Exchange~~adequacy ~~Act~~of management’s conduct of threat environment and vulnerability assessments, management of cyber incidents, pursuit of projects to strengthen internal cyber security and the cyber security of our suppliers and other service providers, work with the company’s privacy and legal teams, coordination with the company’s operations teams to evaluate the cyber security implications of our products and offerings, and coordination of efforts to monitor, detect, and prevent future cyber threats. In addition, the audit committee of the Board annually reviews our risk profile with respect to cybersecurity matters. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and reputational damage and the further development and commercialization of our products could be delayed.

WeWhile dowe have not ~~currently~~experienced ~~anticipate~~any ~~that~~such ~~purchases~~system offailure, ~~our~~accident ~~Class~~or Asecurity ~~ordinary~~breach ~~shares~~to bydate, ~~any~~we ofcannot assure you that our ~~Sponsor,~~data ~~directors,~~protection ~~executive~~efforts ~~officers,~~and ~~advisors~~our orinvestment ~~any~~in ofinformation ~~their~~technology ~~affiliates~~will prevent significant breakdowns, ifdata ~~any~~leakages, ~~would~~breaches ~~constitute~~in aour ~~tender~~systems ~~offer~~or ~~subject~~other tocyber ~~the~~incidents ~~tender~~that ~~offer~~could ~~rules~~have ~~under~~a ~~the~~material ~~Exchange~~adverse ~~Act~~effect orupon aour ~~going-private~~reputation, ~~transaction~~business, ~~subject~~operations toor ~~the~~financial ~~going-private~~condition. ~~rules~~For ~~under~~example, ~~the~~we ~~Exchange~~maintain ~~Act;~~databases ~~however,~~comprised ifof ~~the~~our ~~purchasers~~Hadron ~~determine~~Halo atnuclear ~~the~~design ~~time~~technical ofengineering ~~any~~information ~~such~~and ~~purchases~~operations ~~that~~information, ~~the~~which ~~purchases~~have ~~are~~been ~~subject~~and will continue to ~~such~~be ~~rules,~~used to design the ~~purchasers~~Hadron Halo reactors and will ~~comply~~be ~~with~~utilized ~~such~~in ~~rules.~~“digital ~~None~~twin” ofconstruction ~~our~~and ~~Sponsor,~~operations ~~directors,~~environments ~~officers,~~to ~~advisors~~allow orfor ~~any~~highly efficient construction and operations of ~~their~~these ~~affiliates~~designs. ~~will~~If ~~purchase~~this ~~Class~~database Awere ~~ordinary~~to ~~shares~~be iflost ~~such~~or ~~purchases~~compromised, ~~would~~our ~~violate~~ability ~~Section~~to ~~9(a)(2)~~efficiently ordeploy ~~Rule~~and ~~10b-5~~operate ofour ~~the~~reactors ~~Exchange~~could ~~Act~~be significantly impaired.

~~Redemption~~Furthermore, ~~rights~~significant ~~for~~disruptions ~~public shareholders upon completion~~ of our ~~initial~~internal ~~business~~information ~~combination~~technology Wesystems ~~will~~or ~~provide~~security ~~our~~breaches ~~public~~could ~~shareholders~~result ~~with~~in the ~~opportunity~~loss, tomisappropriation, ~~redeem all~~ and/or aunauthorized ~~portion~~access, ofuse, ~~their~~or ~~public~~disclosure ~~shares~~of, ~~upon~~or the ~~completion~~prevention of ~~our~~access ~~initial~~to, ~~business~~confidential ~~combination~~information ~~at a per-share price~~(including, ~~payable~~but innot ~~cash,~~limited ~~equal~~ to, ~~the~~intellectual ~~aggregate~~property, ~~amount~~proprietary ~~then~~business oninformation, ~~deposit~~and inpersonal ~~the~~information), ~~trust~~which ~~account~~could asresult ofin ~~two~~financial, legal, business, ~~days~~and ~~prior~~reputational harm to ~~the~~us. ~~consummation~~For ofexample, ~~our~~any ~~initial~~such ~~business~~event ~~combination,~~that ~~including~~leads ~~interest~~to ~~(which~~unauthorized ~~interest~~access, ~~shall~~use, beor ~~net~~disclosure of ~~taxes~~personal ~~payable~~information, ifincluding ~~any),~~personal ~~divided~~information byrelated ~~the~~to ~~number~~our ofemployees, ~~then~~could ~~issued~~harm ~~and~~our ~~outstanding~~reputation ~~public shares~~directly, ~~subject~~compel us to ~~the~~comply ~~limitations~~with ~~described~~federal ~~herein;~~and/or ~~provided,~~state ~~that~~breach wenotification ~~shall~~laws ~~not~~and ~~redeem~~foreign ~~public~~law ~~shares~~equivalents, tosubject ~~the~~us ~~extent~~to ~~that~~mandatory ~~the~~corrective ~~redemption~~action, ~~would~~and ~~result~~otherwise insubject ~~our~~us ~~failure~~ to ~~have~~liability ~~net~~under ~~tangible~~laws ~~assets~~and ofregulations ~~at least $5,000,001 (so~~ that weprotect dothe ~~not~~privacy ~~then~~and ~~become~~security ~~subject~~of topersonal ~~the~~information, ~~SEC’s~~which ~~“penny~~could ~~stock”~~result ~~rules),~~in orsignificant ~~any~~legal ~~greater~~and ~~net~~financial ~~tangible~~exposure ~~asset~~and orreputational ~~cash~~damages ~~requirement~~ that ~~may~~could bepotentially ~~contained~~have inan ~~the~~adverse ~~agreement~~effect ~~relating~~on to our ~~initial~~ business ~~combination~~.

~~The~~We ~~amount~~rely inheavily ~~the~~on ~~trust~~our ~~account~~intellectual isproperty ~~initially~~portfolio. ~~anticipated~~Our ability to beprotect ~~$10.00~~our ~~per~~patents ~~public~~and ~~share.~~other ~~There~~intellectual ~~will~~property ~~be no redemption~~ rights ~~upon~~may ~~the~~be ~~completion~~challenged ofand ~~our~~is ~~initial~~not ~~business combination with respect to our warrants~~guaranteed. ~~Our~~If ~~initial~~we ~~shareholders~~are ~~have~~unable ~~entered into agreements with us, pursuant~~ to ~~which~~protect ~~they~~our ~~will~~intellectual ~~agree~~property ~~to waive their redemption~~ rights ~~with respect to their founder shares~~, ~~private~~our ~~placement~~business ~~shares, private placement warrants~~ and ~~shares~~competitive ~~underlying~~position ~~any~~may ~~private~~be ~~placement warrants held by them in connection with the consummation of our initial business combination~~harmed.

~~Manner~~We ofmay ~~conducting~~not ~~redemptions~~be Weable ~~will~~to ~~provide~~prevent unauthorized use of our ~~public~~intellectual ~~shareholders~~property, ~~with~~which ~~the~~could ~~opportunity~~harm toour ~~redeem~~business ~~all~~and orcompetitive position. We rely upon a ~~portion~~combination of ~~their~~the ~~public~~intellectual ~~shares~~property ~~upon~~protections ~~the~~afforded ~~completion~~by ofpatents, ~~our~~trademarks/service ~~initial~~marks, ~~business~~copyrights ~~combination~~and ~~either~~trade ~~(1)~~secret laws in ~~connection~~the ~~with~~U.S. aand ~~shareholder~~other ~~meeting~~jurisdictions ~~called~~and toin ~~approve~~ the ~~business~~future ~~combination~~we ormay ~~(2)~~also byrely ~~means~~on ofcommercial aagreements ~~tender~~such ~~offer.~~as ~~The~~confidentiality ~~decision~~agreements and license agreements, as applicable, to ~~whether~~establish, wemaintain ~~will~~and ~~seek~~enforce ~~shareholder~~rights ~~approval~~associated ofwith aour ~~proposed~~MMR ~~business~~design ~~combination~~and related proprietary technologies. These measures are aimed at preventing third parties from using, practicing, selling, manufacturing, or ~~conduct~~otherwise acommercially ~~tender~~exploiting ~~offer~~our ~~will~~MMR bedesign ~~made~~and byrelated ustechnologies, ~~solely~~which would erode our competitive position in our ~~discretion,~~market. ~~and~~Our ~~will~~success bedepends ~~based~~in large part on aour ~~variety~~ability ofto ~~factors~~obtain ~~such~~and enforce patent protection for our MMR design, as ~~the~~well ~~timing~~as ofour ~~the~~ability ~~transaction~~to ~~and~~operate ~~whether~~without infringing or violating the ~~terms~~proprietary rights of ~~the~~others. ~~transaction~~We ~~would~~have ~~require~~intellectual usproperty rights applicable to ~~seek~~our ~~shareholder~~business, ~~approval~~including ~~under~~pending patent applications applicable ~~law~~to orour ~~stock~~MMR ~~exchange~~design, and we will continue to file patent applications claiming new technologies directed to our MMR design and related technologies in the U.S. and in other jurisdictions based on

~~listing~~ several ~~requirement.~~factors ~~Asset~~including, ~~acquisitions~~but ~~and share purchases would~~ not ~~typically~~limited ~~require~~to, ~~shareholder~~commercial ~~approval~~viability. ~~while~~Monitoring ~~direct~~unauthorized ~~mergers~~use ~~with our company where we do not survive and any transactions where we issue more than 20%~~ of our ~~issued~~intellectual ~~and~~property ~~outstanding~~rights ~~ordinary~~is ~~shares~~difficult ~~or seek to amend our amended~~ and ~~restated~~costly, ~~memorandum~~ and ~~articles~~the ofsteps ~~association~~we ~~would~~have ~~require~~taken ~~shareholder~~or ~~approval.~~will Wetake ~~currently intend~~ to ~~conduct~~prevent ~~redemptions~~misappropriation inmay ~~connection with a shareholder vote unless shareholder approval is~~ not ~~required~~be ~~by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons~~sufficient.

IfAs anoted ~~shareholder~~above, ~~vote~~we isalso ~~not~~rely ~~required~~upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and help maintain our business and competitive position. We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties. However, we domay not ~~decide~~be able to ~~hold~~prevent athe ~~shareholder~~unauthorized ~~vote~~disclosure ~~for~~or ~~business~~use of information which we consider to be confidential, our technical know-how or other ~~reasons~~trade secrets by the parties to these agreements, wedespite ~~will~~the existence generally of confidentiality provisions and other contractual restrictions. If any of the suppliers, ~~pursuant~~subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our ~~amended~~trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets is expensive and ~~restated~~time ~~memorandum~~consuming, and ~~articles~~the outcome is unpredictable. Courts outside the U.S. are sometimes less willing to protect trade secrets. Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of ~~association:~~our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

•The ~~conduct~~patent position of our nuclear power reactors is not a guarantee of protection or rights. During the ~~redemptions~~patent ~~pursuant~~prosecution process, a patent office may require us or our licensors to ~~Rule~~narrow ~~13e-4~~the scope of the claims of our or our licensors’ pending and ~~Regulation~~future ~~14E~~patent applications. This may limit the scope of patent protection and our or our licensors’ ability to assert patent infringement if the ~~Exchange~~patent ~~Act~~is subsequently issued. In some cases, ~~which~~a ~~regulate~~patent ~~issuer~~may ~~tender~~not ~~offers;~~issue if we or our licensors are unable to overcome rejections from a patent office. By pursuing patent rights by filing a patent, we or our licensors may lose trade secrets that would have otherwise been protected had a patent not been sought and third parties may be able to exploit such published information in our patent application. Additionally, even if we obtain a patent in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a corresponding patent in another jurisdiction as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of our or our licensors’ patents based on prior art at a tribunal such as the Patent Trial and Appeal Board at the U.S. Patent and Trademark Office and in a federal court. Because we cannot assure that all of the potentially relevant prior art relating to our patents and patent applications has been found, third parties may prevail in invalidating a patent or preventing a patent application from being issued as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of third parties “designing around” our technologies to avoid an intellectual property infringement claim.

•Our ~~file~~patent ~~tender~~applications ~~offer~~may ~~documents~~not ~~with~~result ~~the~~in ~~SEC~~issued ~~prior~~patents, towhich ~~completing~~may have a material adverse effect on our ~~initial~~ability ~~business~~to ~~combination~~prevent ~~which~~others ~~contain~~from ~~substantially~~commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the ~~same~~breadth ~~financial~~of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and ~~other~~any ~~information~~patents ~~about~~that may be issued to us will afford protection against competitors with similar technology. Numerous patents, published pending patent applications and unpublished pending patent applications owned by others exist in the ~~initial~~fields ~~business~~in ~~combination~~which we have developed and are developing our technology. In addition to the ~~redemption~~risk ~~rights~~of infringing those patents, those patents may also be used as isa ~~required~~basis to invalidate our patents or prevent our patent applications from issuing as patents. Our patents may also be challenged as invalid under ~~Regulation~~other ~~14A~~prior ofart ~~the~~and/or ~~Exchange~~be ~~Act~~challenged as unenforceable. Furthermore, ~~which~~patent ~~regulates~~applications ~~the~~filed ~~solicitation~~in foreign countries are subject to laws, rules and procedures that differ from those of ~~proxies~~the U.S., and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor, directors and executive officers will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•Even ~~file~~if ~~proxy~~our ~~materials~~patent applications succeed and we are issued patents in accordance with those applications, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the ~~SEC~~future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the U.S. In addition, the claims of any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending patent applications. In addition, patents issued to us may be infringed or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We ~~expect~~will ~~that~~enjoy aonly ~~final~~limited ~~proxy~~geographical ~~statement~~protection would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with arespect ~~proxy solicitation. Although we are not required~~ to docertain sopatents, ~~we currently intend to comply with the substantive~~ and ~~procedural~~may ~~requirements of Regulation 14A in connection with any shareholder vote even if we are~~ not be able to ~~maintain~~protect our ~~Nasdaq~~intellectual ~~listings~~property orrights ~~Exchange~~throughout ~~Act~~the ~~registration~~world.

IfWe wedo ~~seek~~not ~~shareholder~~have ~~approval,~~worldwide wepatent ~~will~~rights ~~complete~~for ~~our~~components ~~initial business combination only if a majority~~ of ~~the~~our ~~ordinary~~MMR ~~shares,~~design ~~represented in person or by proxy~~ and ~~entitled~~related toproprietary ~~vote~~technologies ~~thereon,~~because ~~voted~~there atis ano ~~shareholder~~such ~~meeting~~thing ~~are~~as ~~voted~~worldwide inor ~~favor~~“international ofpatent ~~the business combination~~rights.” ~~In such case~~Accordingly, ~~pursuant~~we tomay ~~the~~not ~~terms~~be ofable ~~agreements~~to ~~entered~~protect ~~into~~our ~~with~~intellectual ~~us,~~property ~~our~~rights ~~initial~~in ~~shareholders~~certain ~~will~~jurisdictions ~~agree (~~and ~~any of~~ their ~~permitted~~legal ~~transferees~~systems. ~~will~~Filing, ~~agree)~~prosecuting ~~to vote their founder shares~~ and ~~private~~defending ~~placement~~patents ~~shares~~on ~~held~~our bytechnology ~~them~~worldwide incan ~~favor~~pose ofseveral ~~our initial business combination~~challenges. ~~As a result~~First, inprocuring ~~addition~~patent torights ~~the~~in ~~founder~~multiple ~~shares~~jurisdictions ~~and~~would ~~private~~be ~~placement~~cost ~~shares~~prohibitive ~~that~~because ~~our~~individual ~~Sponsor,~~patent anoffices ~~advisor~~in ~~and~~different ~~the~~jurisdictions ~~non-managing~~will ~~investors~~ have ~~committed~~ to ~~purchase~~examine ~~(as~~each ~~described~~patent ~~above),~~application weseparately. ~~would~~Therefore, ~~need~~costs ~~approximately~~such ~~4,166,666~~as ~~public~~examination ~~shares~~fees, ortranslation ~~approximately~~fees ~~16.7%~~and ofattorneys’ ~~the~~fees ~~25,000,000~~are ~~public~~considered. ~~shares~~Once ~~sold~~a inpatent ~~this~~is ~~offering~~registered, towe beor ~~voted~~our inlicensors ~~favor~~will ofalso ahave ~~transaction~~the ~~(assuming~~continued ~~all~~obligation ~~issued~~of ~~and~~paying ~~outstanding~~maintenance ~~shares~~fees ~~are~~periodically ~~voted,~~to ~~the~~avoid ~~over-allotment~~patents ~~option~~from isbecoming ~~not~~abandoned ~~exercised~~or ~~and~~lapsed. 2Second,~~500,000~~ ~~founder~~the ~~shares~~breadth ~~have~~of ~~been~~claims ~~forfeited)~~ in ~~order~~patents tomay ~~have~~vary ~~such~~from ~~initial~~jurisdiction ~~business~~to ~~combination approved~~jurisdiction. ~~Assuming~~For ~~that~~instance, ~~only~~certain ~~the~~patent ~~holders~~offices ofmay ~~one-third~~require ofnarrower ~~our issued and outstanding ordinary shares~~claims, ~~representing~~resulting ain ~~quorum~~patent ~~under~~rights ~~our~~that ~~amended~~are ~~and~~less ~~restated~~extensive. ~~memorandum and articles of association~~Further, ~~vote~~as ~~their~~noted ~~shares~~above, we ~~will~~may not ~~need~~be ~~any~~able ~~public shares in addition~~ to ~~our~~obtain ~~founder~~patents ~~shares~~in ~~and~~some ~~the~~jurisdictions ~~private~~even ~~placement~~if ~~shares~~we ~~held~~obtain bypatents ~~our sponsor to be voted~~ in ~~favor~~other ~~of an initial business combination in order to approve an initial business combination~~jurisdictions. ~~These voting thresholds~~Accordingly, ~~and the voting agreements of~~ our ~~initial~~competitors ~~shareholders~~ may ~~make~~operate itin ~~more~~countries ~~likely~~where ~~that~~ we ~~will~~do ~~consummate~~not ~~our~~have ~~initial~~patent ~~business~~protection ~~combination.~~and ~~Each~~can ~~public~~freely ~~shareholder~~use ~~may~~our ~~elect~~technologies ~~to redeem their public shares without voting,~~ and ifdiscoveries ~~they~~in dosuch ~~vote,~~countries ~~irrespective~~to ~~of whether they vote for or against~~ the ~~proposed~~extent ~~transaction.~~such ~~Our~~technologies ~~amended~~ and ~~restated~~discoveries ~~memorandum~~are ~~and~~publicly ~~articles~~known ofor ~~association~~disclosed ~~will~~in ~~require~~countries ~~that~~where atwe ~~least~~do ~~five~~have ~~clear~~patent ~~days’~~protection ~~notice~~or ~~will~~pending bepatent ~~given of any such shareholder meeting~~applications.

~~Our~~Many ~~amended~~countries ~~and~~have ~~restated~~compulsory ~~memorandum~~licensing ~~and~~laws ~~articles~~under ofwhich ~~association~~a ~~will~~patent ~~provide~~owner ~~that~~may inbe nocompelled ~~event~~to ~~will~~grant welicenses ~~redeem~~to ~~our~~third ~~public~~parties. ~~shares~~Many incountries analso ~~amount~~limit ~~that~~the ~~would~~enforceability ~~cause~~of ~~our~~patents ~~net~~against ~~tangible~~government ~~assets~~agencies toor begovernment ~~less~~contractors. ~~than~~In $5these countries,~~000,001~~ ~~(so~~the ~~that~~patent weowner domay ~~not~~have ~~then~~limited ~~become~~remedies, ~~subject~~which tocould materially diminish the ~~SEC’s~~value ~~“penny~~of ~~stock”~~such ~~rules)~~patent. ~~Redemptions~~If ofwe ~~our~~or ~~public~~any ~~shares~~of ~~may~~our ~~also~~licensors beare ~~subject~~forced to grant a ~~higher~~license ~~net~~to ~~tangible~~third ~~asset~~parties ~~test~~with orrespect ~~cash~~to ~~requirement~~any ~~pursuant~~patents relevant to anour ~~agreement~~business, ~~relating~~our tocompetitive ~~our~~position ~~initial~~may be impaired, and our business ~~combination~~and financial condition may be adversely affected. ~~For~~

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial fees and costs.

Companies, organizations or individuals, including our existing and future competitors, may hold or obtain patents, trademarks/service marks or other intellectual property rights that would prevent, limit or interfere with our ability to develop our intellectual property and make, use, develop, import, offer to sell or sell our MMRs and related technology, which could make it more difficult for us to operate our company. From time to time, we may receive inquiries from holders of patents or trademarks/service marks inquiring whether we are infringing their proprietary rights and/or seek court declarations that they do not infringe our intellectual property rights. Companies holding patents or other intellectual property rights similar to our technology may bring proceedings alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed a third party’s intellectual property rights, we may be required to do among other things, one or more of the following: (i) cease selling, incorporating or using MMRs that incorporate the challenged intellectual property; (ii) pay substantial damages; (iii) pay for and obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or (iv) redesign part or all of our technology. In the event of a successful claim of infringement against us and our failure or

~~example,~~ inability ~~the proposed business combination may require: (1) cash consideration~~ to beobtain ~~paid~~a tolicense ~~the target or its owners; (2) cash~~ to ~~be transferred to~~ the ~~target~~infringed ~~for~~technology, ~~working~~our ~~capital~~business, orprospects, ~~other~~operating ~~general~~results ~~corporate~~and ~~purposes;~~financial orcondition ~~(3)~~could ~~the~~be ~~retention~~materially ofadversely ~~cash to satisfy other conditions in accordance with the terms of the proposed business combination~~affected. In ~~the~~addition, ~~event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus~~ any ~~amount~~litigation ~~required~~or ~~to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us~~claims, wewhether ~~would~~or not ~~complete~~valid, ~~the~~could ~~business~~result ~~combination~~in orsubstantial ~~redeem~~costs ~~any~~and ~~Class~~diversion Aof ~~ordinary~~resources ~~shares,~~ and ~~all~~management’s ~~Class~~focus Aand ~~ordinary shares submitted for redemption would be returned to the holders thereof~~attention.

~~Tendering share certificates in connection with a tender offer or redemption rights~~ We may ~~require~~also ~~our~~license ~~public~~patents ~~shareholders~~and ~~seeking~~other tointellectual ~~exercise~~property ~~their~~from ~~redemption~~third ~~rights~~parties, ~~whether~~and ~~they~~we ~~are~~may ~~record~~face ~~holders~~claims orthat ~~hold~~the ~~their~~use ~~shares~~of inthis ~~“street~~intellectual ~~name,”~~property toinfringes ~~either tender their certificates to our transfer agent prior to~~ the ~~date~~rights ~~set~~of ~~forth~~other inthird ~~the~~parties. ~~tender~~In ~~offer documents or proxy materials mailed to~~ such ~~holders~~cases, orwe upmay toseek ~~two~~indemnification ~~(2)~~from ~~business days prior to~~ the ~~vote~~licensors onunder ~~the proposal to approve~~ our ~~initial~~license ~~business~~contracts ~~combination~~with inthose ~~the~~licensors ~~event~~or weother ~~distribute~~damages. ~~proxy materials~~However, orour torights ~~deliver their shares~~ to ~~the~~indemnification ~~transfer~~or ~~agent~~damages ~~electronically~~may ~~using~~be ~~The~~unavailable ~~Depository~~or ~~Trust~~insufficient ~~Company’s~~to ~~DWAC~~cover ~~(Deposit/Withdrawal~~our Atcosts ~~Custodian)~~and ~~System~~losses, atdepending ~~the~~on ~~holder’s~~our ~~option,~~use ~~rather~~of ~~than simply voting against~~ the ~~initial business combination. The tender offer or proxy materials~~technology, aswhether ~~applicable, that~~ we ~~will~~choose ~~furnish~~ to ~~holders~~retain ofcontrol ~~our~~over ~~public~~conduct ~~shares~~of inthe ~~connection~~litigation, ~~with~~and ~~our~~other ~~initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements~~factors.

~~Limitation~~We onmay redemption rights of shareholders holding more than 15% of the public shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not ~~conduct~~identify ~~redemptions~~relevant inthird-party ~~connection~~patents ~~with~~or ~~our~~may ~~initial~~incorrectly ~~business~~interpret ~~combination pursuant to~~ the ~~tender offer rules~~relevance, ~~our~~scope ~~amended~~or ~~and~~expiration ~~restated memorandum and articles~~ of ~~association provide that~~ a ~~public~~third-party ~~shareholder~~patent, ~~together~~which ~~with~~might ~~any~~adversely ~~affiliate~~affect of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our ~~prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their~~ ability to ~~redeem~~develop ~~their~~and ~~shares~~market ~~as a means to force us or~~ our ~~management~~MMRs. ~~to purchase their shares at a significant premium to the then-current market price~~

We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified each and every third-party patent and pending application in the U.S. and abroad that is relevant to or necessary for the commercialization of our MMRs in any jurisdiction. The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by a court of competent jurisdiction. Our determination of the expiration date of any patent in the U.S. or abroad that we consider relevant may be incorrect or inaccurate. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our MMRs.

There are several circumstances under which a patent application may not be published and accessible to us or our licensors. For example, patent applications in the U.S. and many foreign jurisdictions are typically not published until 18 months after filing, but some patent applications in the U.S. may be maintained in secrecy until the patents are issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology or to file a patent application covering the technology. Our competitors may have filed, and may in the future file, patent applications covering our MMRs or technology similar to ours without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims.

We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

We may be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-inventor. In the latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

orA ~~on other undesirable terms. Absent this provision~~pandemic, aepidemic ~~public~~or ~~shareholder~~outbreak ~~holding~~of ~~more than~~ an ~~aggregate~~infectious ofdisease ~~15% of the shares sold~~ in ~~this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to~~ the ~~then-current~~United ~~market~~States ~~price~~ or ~~on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering~~worldwide, wecould ~~believe~~adversely weimpact ~~will limit the ability of a small group of shareholders to unreasonably attempt to block~~ our ~~ability to complete our initial~~ business ~~combination,~~operations ~~particularly~~and ~~in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting~~ our ~~shareholders’~~financial ~~ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination~~results.

~~Redemption~~If ~~rights~~a inpandemic, ~~connection~~epidemic, ~~with~~or ~~proposed~~outbreak ~~amendments~~of toan ~~our~~infectious ~~charter~~disease, ~~documents~~including ~~Our~~the ~~amended~~resurgence ~~and~~of COVID-19 or ~~restated~~the ~~memorandum~~outbreak ~~and~~of ~~articles~~a novel strain of COVID-19, or ~~association~~other ~~will~~public ~~provide~~health ~~that~~crisis ~~amendments~~were to ~~any~~affect ~~its~~our ~~provisions~~markets, ~~relating~~facilities toor our ~~pre-initial~~customers, our business ~~combination~~could ~~activity~~be ~~and~~adversely ~~related~~affected. ~~shareholder~~The ~~rights,~~potential asfuture ~~well~~spread asof any ~~other~~infectious ~~provision~~diseases ofand ~~the~~related ~~amended~~precautionary ~~and~~measures ~~restated~~may ~~memorandum~~result ~~and~~in ~~articles~~delays ofor ~~association~~disruptions in our supply chain, ~~may~~delays bein ~~amended~~the iflaunch ~~approved~~or byexecution ~~holders~~of certain of our customers’ projects and a ~~majority~~decrease of our ~~outstanding~~operational ~~Class~~efficiency Ain ~~ordinary~~the ~~shares,~~development ~~subject~~of toour ~~applicable~~systems, ~~stock~~products, ~~exchange~~technologies ~~rules~~and services. If ana ~~amendment~~pandemic, toepidemic ~~any~~or ~~such~~outbreak ~~provision~~of isinfectious ~~approved~~disease byin the ~~requisite~~U.S. ~~shareholder~~or ~~vote~~worldwide were to occur, ~~then~~we will take measures within our facilities to ensure the ~~corresponding~~health ~~provisions~~and safety of ~~the~~our ~~trust~~employees. ~~agreement~~These ~~governing~~measures ~~the~~may ~~release~~include rearranging facilities and work schedules to follow social distancing protocols and undertaking regular and thorough disinfecting of ~~funds~~surfaces ~~from~~and tools. However, there can be no assurance that these measures will prevent disruptions due to infectious diseases within our ~~trust~~workforce. ~~account~~These measures may bealso ~~amended~~result in the reduction of operational efficiency within our impacted workforce.

~~After~~Risks ~~the~~Related ~~completion of this offering, and prior~~ to ~~the~~Compliance ~~consummation~~with ~~of our initial business combination~~Law, weGovernment ~~may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the trust account or vote on an initial business combination~~Regulation, onLitigation ~~any pre-business combination activity or on any amendment to the provisions of our amended~~ and ~~restated~~Tax ~~memorandum~~Matters ~~and articles of association relating to our pre-initial business combination activity and related shareholders’ rights.~~

• Our ~~sponsor,~~business executive officers and directors (and any of their permitted transferees), who will beneficially own approximately 34.1% of our outstanding ordinary shares upon the closing of this offering (assuming they do not purchase public units in this offering and that the underwriter does not exercise its over-allotment option), may ~~participate~~be insubject ~~any vote~~ to ~~amend our amended and restated memorandum and articles of association and will have~~ the ~~discretion~~policies, ~~to vote in any manner they choose; provided~~priorities, ~~that~~regulations, ~~each~~mandates ~~of them has agreed (~~and ~~their~~funding ~~permitted~~levels ~~transferees~~of ~~will~~governmental ~~agree),~~entities ~~pursuant~~and tomay abe ~~written~~negatively ~~agreement~~or ~~with~~positively ~~us,~~impacted ~~that~~by ~~they will not propose~~ any ~~amendment~~change ~~to our amended and restated memorandum and articles of association~~thereto.

•

We may pursue government awards involving cost-share related to our research and development work, which could be affected by our failure to comply with certain laws and regulations.

•

Uncertain global macro-economic and political conditions could materially adversely affect our business prospects, financial condition, results of operations and cash flow.

•

We and our suppliers are subject to stringent U.S. export and import control laws and regulations and analogous laws and regulations in other jurisdictions. Unfavorable changes in these laws and regulations or U.S. government or other relevant government licensing policies, our failure to secure timely U.S. government or other relevant government authorizations under such laws and regulations, or our failure to comply with such laws and regulations could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

•

We are part of the nuclear power industry, which is highly regulated.

•

Changes in government agency budgets as well as staffing shortages at national laboratories and other government agencies may lengthen our estimated timelines for regulatory approval and construction.

•

Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

•

We are subject to laws and regulations governing the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

•

Changes in tax laws could adversely affect our business prospects and financial results.

•

We may become involved in litigation that may materially adversely affect our business, financial condition and results of operations.

We are part of the nuclear power industry, which is highly regulated. Our MMR design similarly differs from reactors currently in operation, including with respect to potential industrial uses. As a result, the regulatory licensing and approval process for our reactors may be delayed and made more costly.

The nuclear power industry is highly regulated. All entities that manufacture, operate and transport nuclear materials in the U.S. are subject to the jurisdiction of the NRC (except for those facilities and applications separately regulated by the DOE), and entities performing the same activities in other countries are subject to

~~that~~ regulation ~~would~~by ~~affect~~ the ~~substance~~NRC’s orcounterparts ~~timing~~around ofthe ~~our~~world. ~~obligation~~Our toMMR ~~redeem~~design ~~100%~~differs ofin ~~our~~some ~~public~~respects ~~shares if we do not complete our initial business combination within 24 months~~ from the ~~closing~~reactors ofused ~~this~~today ~~offering unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment~~ at acommercial ~~per-share~~nuclear ~~price,~~power ~~payable~~facilities. inThese ~~cash,~~differences ~~equal~~could toresult ~~the aggregate amount then on deposit~~ in ~~the~~more ~~trust~~prolonged ~~account,~~and ~~including~~extensive ~~interest~~review ~~(which interest shall be net of taxes payable, if any), divided~~ by the ~~number~~NRC ~~of then issued~~ and ~~outstanding~~its ~~public~~counterparts ~~shares.~~around Wethe ~~may~~world ~~not redeem our public shares in an amount~~ that ~~would~~could cause ~~our~~reactor ~~net~~development ~~tangible~~program ~~assets~~delays toand bedelays ~~less~~in ~~than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules)~~commercialization.

Our ~~initial~~reactor ~~shareholders~~development ~~will~~timeline ~~enter~~and ~~into~~our ~~agreements~~growth ~~with~~strategy usrelies ~~pursuant~~on the relevant nuclear regulator to ~~which~~accept ~~they~~and ~~will~~approve ~~agree~~technical toinformation ~~waive~~and ~~their~~documentation ~~redemption~~about ~~rights~~our ~~with~~reactor ~~respect~~designs toin ~~their~~the ~~founder~~course ~~shares~~of any design-specific licensing, ~~private~~certification, ~~placement~~approval ~~shares~~or similar process, ~~private~~or ~~placement~~in ~~warrants~~the course of facility-specific licensing. There is a risk that regulators may require additional information regarding the reactor’s behavior or performance that necessitates additional, unplanned analytical and/or ~~any~~experimental ~~shares~~work ~~underlying~~which ~~any~~could ~~private~~cause ~~placement~~schedule ~~warrants~~delays ~~held~~and byrequire ~~them~~more inresearch ~~connection~~and ~~with~~development ~~any~~funding. ~~amendment~~Additionally, toregulatory ~~the~~reform ~~provisions~~or ofpolicy changes could delay our ~~amended~~ability ~~and~~to ~~restated~~obtain ~~memorandum~~a manufacturing license and/or ~~articles~~combined operating license of ~~association~~the ~~relating~~Hadron toHalo, ~~our~~which ~~pre-initial~~would ~~business~~delay ~~combination~~our ~~activity~~manufacturing and ~~related~~commercialization ~~shareholders’~~of ~~rights~~the Hadron Halo.

~~Release~~We ofare ~~funds~~subject into ~~trust~~laws ~~account~~and onregulations ~~closing~~governing ~~of our initial business combination On~~ the ~~completion~~use, ~~of our initial business combination~~transportation, ~~the~~and ~~funds~~disposal held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of ~~our initial business combination~~toxic,” tohazardous ~~pay all~~ and/or aradioactive ~~portion~~materials. ofFailure ~~the consideration payable~~ to ~~the~~comply ~~target~~with orthese ~~owners~~laws ~~of the target of our initial business combination~~ and toregulations ~~pay~~could ~~other~~result expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in ~~connection~~substantial ~~with~~fines ~~our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance~~ and/or ~~expansion~~enforcement of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capitalactions.

~~Redemption~~Both ofin ~~public~~the ~~shares~~U.S. and ~~distribution~~abroad, ~~and~~our ~~liquidation~~operations ~~if no initial business combination We~~ will ~~have~~be ~~only~~subject 24to ~~months~~a ~~from~~variety ~~the~~of ~~closing~~federal, ofstate, ~~this~~local ~~offering~~environmental, tohealth ~~complete~~and ~~our~~safety ~~initial~~laws ~~business~~and ~~combination.~~regulations Ifgoverning, weamong ~~are~~other ~~unable~~things, toair ~~complete~~emissions, ~~our~~wastewater ~~initial~~discharges, ~~business~~management ~~combination~~and ~~within~~disposal ~~such~~of ~~period~~hazardous, non-hazardous, and weradioactive ~~will:~~materials ~~(1)~~and ~~cease~~waste ~~all~~and ~~operations~~remediation ~~except~~of ~~for~~releases ~~the purpose~~ of ~~winding~~hazardous ~~up;~~materials. ~~(2)~~Additionally, aswe ~~promptly~~are asresponsible ~~reasonably~~for ~~possible~~decommissioning ~~but~~of ~~not~~facilities ~~more~~where ~~than~~we ~~ten (10) business days thereafter~~conduct, ~~redeem~~or ~~the~~previously ~~outstanding public shares~~conducted, ~~at a per~~commercial, NRC-~~share price~~licensed, operations. ~~payable in cash, equal to the aggregate amount then~~

We may be liable if we fail to comply with federal, state, and local environmental, health and safety laws and regulations. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. This might require us to stop or curtail operations or conduct or fund remedial or corrective measures, make additional investments into safety-related improvements or perform other actions. The enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and adversely impact the market for our products, which could materially and adversely affect our business, financial condition, and results of operations. We could incur substantial costs as a result of a violation of, or liabilities under, environmental laws.

Key materials and components are subject to heightened manufacturing and quality assurance scrutiny and may also be particularly vulnerable to inflationary pressures and cost increases.

The equipment, components, and materials used in nuclear products are subject to a heightened level of manufacturing and quality assurance scrutiny, in compliance with NRC regulations, applicable codes and nuclear industry standards. Moreover, it is critical to demonstrate in reactor design and development that the materials used in manufacturing that will be exposed to radiation will perform in accordance with necessary design parameters. The heightened manufacturing and quality assurance requirements and regulatory oversight limit the number of potential suppliers from whom we can procure many types of equipment, components, and materials used in our reactors, as well as the types of facilities where we can test certain materials. These suppliers and the key materials and essential components may be particularly vulnerable to price increases, as a result of supply and demand dynamics, inflation and other price pressures. As a result, supplier delays, unexpected performance testing results, issues in the manufacturing process or procuring necessary materials, international procurement needs, regulatory compliance issues, component qualification issues or delays, increases in costs as a result of inflation or otherwise, and geopolitical considerations can all impact our ability to perform necessary research and development, assist a customer in licensing a reactor, construct and assist customers in operating our reactor design. This could impact our project timelines and costs, as well as affect potential customer interest in our reactors.

onOur ~~deposit~~business inmay ~~the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall~~ be ~~net~~positively ofor ~~taxes~~negatively ~~payable,~~impacted ~~if any), divided~~ by ~~the~~changes ~~number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right~~ to ~~receive further liquidating distributions, if any), subject to~~ applicable ~~law; and (3) as promptly as reasonably possible following such redemption~~policies, ~~subject to the approval of our remaining shareholders and our Board of Directors~~priorities, ~~dissolve and liquidate~~regulations, ~~subject in each case to our obligations under Cayman Islands law to provide for claims of creditors~~ and ~~the~~mandates ~~requirements~~ of ~~other~~multiple ~~applicable~~governmental ~~law~~entities.

We ~~may~~are subject to a wide variety of laws and regulations relating to various aspects of our business, ~~however~~including with respect to use and possession of radioactive materials; design, ~~raise~~manufacture, ~~funds~~operations, ~~through~~marketing ~~the~~and ~~issuance~~export of ~~equity-linked~~nuclear ~~securities~~technologies; oremployment ~~through~~and ~~loans~~labor; tax; data security of the operational and information technology we use; health and safety; zoning and environmental issues. Laws and regulations at the foreign, ~~advances~~federal, orstate ~~other~~and ~~indebtedness~~local inlevels ~~connection~~frequently ~~with~~change ~~our~~and ~~initial~~are ~~business~~often ~~combination~~interpreted in different ways, ~~including~~especially ~~pursuant~~in relation to ~~forward~~new ~~purchase~~and ~~agreements~~emerging industries, and we cannot always reasonably predict the impact from, or ~~backstop~~the ~~arrangements~~ultimate cost of compliance with, current or future regulatory or administrative changes. While we ~~may~~monitor ~~enter~~these ~~into~~developments ~~following~~and ~~consummation~~devote a significant amount of ~~this~~management’s ~~offering~~time and external resources towards compliance with these laws, inregulations ~~order~~and toguidelines, ~~among~~we cannot guarantee that these measures will be satisfactory to regulators or other ~~reasons~~third parties, ~~satisfy~~ such ~~net~~as ~~tangible~~our ~~assets~~customers, orwho ~~minimum~~are ~~cash~~also ~~requirements~~subject to extensive governmental regulation. ~~There~~Our ~~will~~efforts beto nocomply ~~redemption~~with ~~rights~~new and changing laws and regulations may result in increased general and administrative expenses and a diversion of management time and attention. Moreover, changes in law, the imposition of new or ~~liquidating~~additional ~~distributions~~regulations ~~with~~or ~~respect~~the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our ~~warrants~~sales, ~~which~~profitability, ~~will~~cash ~~expire~~flows, ~~worthless~~financial ifcondition, weand ~~fail~~lead to ~~complete~~regulatory delays that could impact our ~~initial~~ability ~~business~~to ~~combination~~obtain ~~within~~licenses, certificates, authorizations, permits, approvals, and/or certifications from regulatory agencies (collectively referred to herein as “regulatory approvals”), including the ~~completion~~manufacturing ~~window~~license and/or combined operating license necessary for manufacturing and commercialization of our MMRs.

Our ~~initial~~Hadron ~~shareholders~~Halos ~~have~~are ~~entered~~subject ~~into~~to ~~agreements~~regulations ~~with~~in ~~us,~~all ~~pursuant~~jurisdictions related to ~~which~~nuclear ~~they~~safety, ~~have~~environmental, ~~waived~~and ~~their~~financial ~~rights~~qualification. toRegulatory ~~liquidating~~approvals, ~~distributions~~such ~~from~~as ~~the~~construction ~~trust~~permits ~~account~~and ~~with~~operating ~~respect~~licenses toissued ~~their~~by ~~founder~~the ~~shares~~NRC, ~~private~~are ~~placement~~necessary ~~shares,~~for ~~private~~our ~~placement~~customers ~~warrants~~to construct and ~~shares~~operate ~~underlying~~our ~~any~~MMRs. ~~private~~Our ~~placement~~plans ~~warrants~~to ifdeploy weHadron ~~fail~~Halos torely ~~complete~~on ~~our~~timely ~~initial~~receipt ~~business~~of ~~combination~~such ~~within~~regulatory 24approvals ~~months~~in ~~from~~ the ~~closing~~jurisdictions ofin ~~this~~which ~~offering.~~we ~~However,~~seek ifto ~~our~~do ~~initial~~business. ~~shareholders~~Such orregulatory ~~management~~approval ~~team~~processes ~~acquire~~may ~~public~~be ~~shares~~subject into orchange, ~~after~~can ~~this~~be ~~offering~~technically challenging to address, ~~they~~may ~~will~~result bein ~~entitled~~the toimposition ~~liquidating~~of ~~distributions~~conditions ~~from~~that impact the ~~trust~~financial ~~account~~viability ~~with~~of ~~respect~~our toMMR ~~such~~products, ~~public~~and ~~shares~~may ifalso weprovide ~~fail~~opportunities for third parties to ~~complete~~lodge ~~our~~objections ~~initial~~or ~~business~~seek ~~combination~~more ~~within~~stringent ~~the~~requirements ~~24-month~~for ~~time~~our ~~frame~~products.

~~Conflicts~~Lastly, all of ~~Interest~~our ~~Certain~~facilities ~~members~~will ofbe ~~our~~subject ~~management~~to ~~team~~regulations ~~may~~regarding ~~have~~human ~~potential~~health ~~conflicts~~and safety, wastewater, stormwater, air emissions and storage of ~~interest~~hazardous asmaterials. ~~identified~~If ~~below:~~we fail to comply with these laws and regulations, we could be subject to fines or penalties from local, state, and federal regulators.

•Our ~~Members~~operations ~~of our management team~~ and ~~our~~business ~~independent~~plans ~~directors~~could ~~may~~be ~~directly~~significantly orimpacted ~~indirectly~~by ~~own~~changes ~~founder~~in ~~shares~~U.S. ~~and/or~~political ~~private~~support ~~placement warrants following this offering~~ and federal, ~~accordingly~~state, ~~may~~and ~~have~~local agovernment ~~conflict~~policies ofand ~~interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination~~priorities.

• The ~~low~~current ~~price~~environment ~~that~~of ~~the~~bipartisan ~~members~~political support of ~~our~~advanced ~~management~~nuclear ~~team~~power ~~paid~~technologies ~~for~~at the ~~founder~~U.S. ~~shares~~federal ~~creates~~level ancould ~~incentive~~change. ~~whereby~~Changes ~~our~~in ~~officers~~support, ~~and~~in ~~directors~~policies, or in priorities by the legislative or executive branch could ~~potentially~~have ~~make~~impacts aon ~~substantial~~the ~~profit~~leadership ~~even~~at ifthe NRC, the ~~company~~DOE, ~~selects~~the anU.S. ~~acquisition~~Department ~~target~~of ~~that~~Homeland ~~subsequently~~Security, ~~declines~~the U.S. Environmental Protection Agency, or any other federal agency which affects policy related to nuclear power. Each of these agencies themselves may experience changes in ~~value~~policies and ispriorities ~~unprofitable~~which ~~for~~impact ~~public~~our ~~investors~~operations and business plans. Federal, state, and local policies and priorities could affect regulatory oversight, supply chain availability, tax and other financial incentives or costs, availability of financing, labor force initiatives or restrictions, and many other possible areas.

The NRC also has the authority to issue new regulatory requirements or to change existing requirements. Changes to the regulatory requirements, could require us to incur additional expenses to retrofit any of our nuclear facilities under the NRC’s jurisdiction to bring them into compliance or otherwise adversely affect our results of operations and financial condition.

Additionally, changes in federal, state, or local government policies and priorities can impact the nuclear fuel supply chain. These could include changes in interpretations of regulatory requirements, increased inspection or

• enforcement Inactivities, ~~the~~changes ~~event~~in webudgetary dopriorities, ~~not~~changes ~~consummate~~in atax ~~business~~laws ~~combination~~and ~~within~~regulations ~~the completion window,~~ and ~~unless~~other ~~the~~government ~~time~~actions ~~for~~or usinaction. toAny ~~consummate~~of athese ~~business combination has been extended~~local, ~~the founder shares~~state, ~~the private placement shares~~ and ~~the~~federal ~~private~~agencies ~~placement~~may ~~warrants~~have ~~(and~~ the ~~shares~~authority ~~into~~to ~~which~~impose ~~they~~civil ~~are~~penalties ~~exercisable)~~and ~~will~~additional ~~expire worthless~~requirements, which could ~~create~~adversely anaffect ~~incentive~~ our ~~officers~~results ~~and~~of ~~directors to complete a transaction even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors~~operations.

•Changes ~~Each~~in ofgovernmental ~~our~~agency ~~officers~~budgets ~~and~~as ~~directors~~well ~~may~~as ~~have~~staffing ashortages ~~conflict~~at ofnational ~~interest~~laboratories ~~with~~and ~~respect~~other togovernmental ~~evaluating~~agencies amay ~~particular~~lengthen ~~business~~our ~~combination~~estimated iftimelines ~~the~~for ~~retention~~regulatory orapproval ~~resignation of any such officers~~ and ~~directors was included by a target business as a condition to any agreement with respect to our initial business combination~~construction.

•Certain ~~Each~~areas of our ~~officers~~research and ~~directors~~development ~~presently~~activities ~~has,~~are dependent upon various regulatory approvals and ~~any~~may be undertaken through collaborations with universities or national laboratories. Government agency budgets and staffing are driven by the priorities of ~~them~~leadership at federal agencies as well as policy makers. Many universities rely on federal or state funding to support research and development activities. Changes in ~~the~~governmental ~~future~~agency budgets, personnel, and any resulting staffing shortages may ~~have~~delay ~~additional~~our research and development initiatives, ~~fiduciary~~including site testing and other activities, and delay or ~~contractual~~prevent ~~obligations~~the issuance of required regulatory approvals (e.g., permits or licenses) for our product. Additionally, although we feel that collaborations with universities and national laboratories is beneficial to ~~other~~our ~~entities~~research ~~pursuant~~and development activities, collaborations with third parties may increase the cost and effectiveness of our intellectual property protections and create risk of intellectual property infringement. Although we take steps to ~~which~~protect ~~such~~our ~~officer~~intellectual orproperty ~~director~~through isagreements orcovering non-disclosure, confidentially ~~will~~and related agreements, such mitigating steps may not be ~~required~~adequate to ~~present~~fully protect our intellectual property portfolio, which could have a ~~business~~negative ~~combination~~result ~~opportunity~~on toour ~~such~~financial ~~entity~~condition and results of operations.

•The ~~Certain~~Hadron ofHalo ~~our~~design ~~officers~~has ~~and~~not ~~directors~~yet ~~may~~been inapproved ~~the future sponsor~~ or ~~form~~licensed ~~other~~for ~~special~~use ~~purpose~~at ~~acquisition~~any ~~companies~~site ~~similar~~by tothe ~~ours~~NRC, orand ~~may~~approval ~~pursue other business~~ or ~~investment~~licensing ~~ventures~~of ~~during~~our ~~the~~design ~~period~~is innot ~~which we are seeking an initial business combination~~guaranteed.

•The ~~Our~~Company ~~officers~~submitted ~~and~~its ~~directors~~letter ~~are~~of ~~not~~intent ~~required~~ to ~~commit~~the ~~any~~NRC ~~specified~~in ~~amount~~April of2025 ~~time~~and its regulatory engagement plan to ~~our~~the ~~affairs~~NRC in May 2025. Notwithstanding these actions, ~~and~~the Hadron Halo design has yet been licensed, ~~accordingly~~certified or approved by the NRC, ~~may~~and there are currently no MMRs that have ~~conflicts~~been offully ~~interest~~licensed inby ~~allocating~~the ~~management~~NRC. ~~time~~If ~~among~~the ~~various~~NRC ~~business~~disagrees ~~activities~~with our, ~~including~~or ~~selecting~~our acustomers’, ~~business~~licensing ~~combination~~approach ~~target~~or ~~and~~the ~~monitoring~~technical ~~the~~bases ~~related~~supporting ~~due~~the ~~diligence.~~nuclear ~~See~~safety ~~“Risk~~and ~~Factors~~environmental —impact ~~Our~~evaluations, ~~executive~~the ~~officers~~construction and ~~directors~~operating ~~will~~license ~~allocate~~application ~~their~~processes ~~time~~could totake ~~other~~longer ~~businesses~~than ~~thereby~~currently ~~causing~~expected, ~~conflicts~~or ofa ~~interest~~license inmay ~~their~~not ~~determination~~be asgranted toat ~~how~~all, ~~much~~which ~~time~~could tomaterially ~~devote~~and toadversely affect our ~~affairs~~business. ~~This~~Further, ~~conflict~~the ofNRC ~~interest~~ could ~~have~~impose conditions in a ~~negative~~license ~~impact~~that onare ~~our~~not ~~ability~~acceptable to ~~complete~~us or our ~~initial~~customers, ~~business~~which ~~combination.”~~could materially and “—adversely Weaffect ~~may engage in~~ our ~~initial~~ business. ~~combination~~Any ~~with~~delays, ~~one~~conditions or ~~more~~unexpected ~~target~~requirements ~~businesses~~may ~~that~~increase ~~have~~costs ~~relationships~~for ~~with~~us ~~entities~~or ~~that~~our customers and may beresult ~~affiliated~~in ~~with~~uncertainty regarding the ability to deploy our ~~Sponsor,~~technology ~~executive~~in ~~officers~~a orpredictable ~~directors~~way, which may ~~raise~~adversely ~~potential~~impact ~~conflicts~~our ~~of interest~~competitiveness.”

~~Risks~~The public has the ability to intervene in licensing proceedings before the NRC for a reactor.

InUnder ~~making~~the ~~your~~Atomic ~~decision~~Energy onAct ~~whether~~and tothe ~~invest~~implementing inNRC ~~our securities~~regulations, ~~you~~members ~~should~~of ~~take~~the ~~into~~public, ~~account~~state, ~~the~~or ~~special~~tribal ~~risks~~governments wemay ~~face~~request as a ~~blank~~public ~~check~~hearing ~~company,~~opposing ~~as well as~~ the ~~fact~~ ~~that~~issuance ~~this~~of ~~offering~~any isNRC ~~not~~permit ~~being~~or ~~conducted~~license, inor ~~compliance~~challenging ~~with~~portions ~~Rule~~of ~~419 promulgated under~~ the ~~Securities~~license ~~Act,~~or ~~and,~~permit ~~therefore,~~application ~~you~~or ~~will~~of ~~not~~the beNRC’s ~~entitled to protections normally afforded to investors in Rule 419 blank check offerings~~review. ~~For~~Certain ~~additional information~~NRC ~~concerning~~actions ~~how~~also ~~Rule~~include ~~419~~provision ~~blank~~for ~~check~~a ~~offerings~~mandatory ~~differ~~administrative ~~from~~hearing ~~this~~regardless ~~offering, please see “Proposed Business—Comparison~~ of ~~This~~whether ~~Offering~~any tocontentions ~~Those~~are ofsubmitted ~~Blank~~in ~~Check~~conjunction ~~Companies~~with ~~Subject~~the toaction. ~~Rule~~These ~~419.”~~hearing ~~You~~processes ~~should~~may ~~carefully consider~~delay ~~these~~or ~~and~~prevent the ~~other~~issuance ~~risks~~of ~~set~~required ~~forth~~regulatory inapprovals ~~the~~(e.g., ~~section~~permits ofor ~~this~~licenses) ~~prospectus~~for ~~entitled~~a ~~“Risk~~customer’s ~~Factors~~MMR.”

Even if the Hadron Halo is licensed in the U.S., we must still obtain approvals on a country-by-country basis to deploy our technology, which approvals may be delayed or denied or which may require modification to our design.

Even if the Hadron Halo is licensed, certified and/or approved in the U.S., if we are to deploy our technology in other countries, we must first obtain regulatory approvals for our technology in those countries. The regulatory framework to obtain approvals is complex, varies from country to country, and may involve authorities on

~~SUMMARY~~ a sub-national or ~~FINANCIAL~~local ~~DATA~~level. Timelines are likely to be longer for initial deployments of our technology in any jurisdiction, as regulatory agencies may not be familiar with our technology and how it differs from the technology used in legacy nuclear power facilities. Moreover, other countries’ approval processes may differ markedly from the NRC process, or they may require that we alter aspects of our design before providing approval. Denial or delay in approvals abroad could materially and adversely affect our business outside of the U.S.

~~The~~Our ~~following~~business ~~table~~is ~~summarizes~~also ~~the~~subject ~~relevant~~to ~~financial~~stringent ~~data~~U.S. ~~for~~export ~~our~~control ~~business~~laws and ~~should~~regulations. beUnfavorable ~~read~~changes ~~with~~in ~~our~~these ~~financial~~laws ~~statements~~and regulations or U.S. government licensing policies, ~~which~~our ~~are included~~failure into ~~this~~secure ~~prospectus~~timely U.S. Wegovernment authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have ~~not~~a ~~had~~material ~~any~~adverse ~~significant~~effect ~~operations~~on the company and our ability to ~~date~~expand and thereby affect our business prospects, sofinancial ~~only~~condition, ~~balance~~results ~~sheet~~of ~~data~~operations isand ~~presented~~cash flows.

	May 31, 2024
	Actual		As Adjusted
Balance Sheet Data:
Working capital	$	82,348		$2,082,353(1)
Total assets	$	100,000		$252,100,005(2)
Total liabilities	$	17,652		$6,089,321(3)
Value of Class A ordinary subject to redemption	$	—		$250,000,000(4)
Shareholders’ equity	$	82,348		$(3,989,316)(5)

The inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our MMRs outside the U.S. For example, if we were unable to obtain or maintain licenses to export nuclear technology or certain hardware to a particular country, we would be effectively prohibited from exporting our MMRs in that country, which would limit the number of customers to those in the U.S. and in countries where we are able to secure licenses (or where licenses are not required).

~~(1)~~Failure ~~The~~to ~~“as~~comply ~~adjusted”~~with ~~calculation~~export ~~includes~~control $2laws and regulations could expose us to civil or criminal penalties,~~000~~ fines,~~005~~ investigations, more onerous compliance requirements, loss of ~~cash~~export ~~held~~privileges, ~~outside~~debarment from government contracts or limitations on our ability to enter into contracts with the ~~trust~~U.S. ~~account~~government. ~~from~~Any ~~this~~changes ~~offering~~in ~~plus~~export ~~$82~~control regulations or U.S. government licensing policy,~~348~~ ofsuch ~~actual~~as ~~working~~that ~~capital~~necessary onto ~~May~~implement 31U.S. government commitments to multilateral control regimes, ~~2024~~may restrict our market size.

~~(2)~~Changes ~~The~~in ~~“as~~international ~~adjusted”~~trade ~~calculation equals the actual total assets of $100~~policies,~~000~~ ~~plus~~tariffs ~~$250,000,000~~and ~~cash~~treaties ~~held~~affecting inimports ~~trust~~and ~~from~~exports ~~the~~may ~~proceeds~~have ofa ~~this~~material ~~offering~~adverse ~~plus~~effect ~~the~~on ~~$2,000,005~~our ~~held~~performance ~~outside~~or ~~the~~business ~~trust account from this offering~~prospects.

~~(3)~~There ~~The~~have ~~“as~~recently ~~adjusted”~~been ~~calculation~~significant ~~equals~~changes ~~the~~to ~~actual~~international ~~total~~trade ~~liabilities~~policies ofand ~~$17,652~~tariffs ~~plus~~affecting ~~$6,071,669~~imports ofand ~~warrant~~exports. ~~liability~~Any significant increases in tariffs on raw materials or supplied components for our reactors could negatively affect our performance or business prospects.

~~(4)~~Recently, ~~The~~the ~~“as~~U.S. has ~~adjusted”~~implemented ~~calculation~~a ~~equals~~range of new tariffs and increases to existing tariffs. In response to the ~~“as~~tariffs ~~adjusted”~~announced ~~total~~by ~~assets~~the U.S., ~~less~~other ~~the~~countries ~~“as~~have ~~adjusted”~~imposed, ~~total~~are ~~liabilities~~considering imposing, ~~less~~and may in the ~~“as~~future ~~adjusted”~~impose ~~shareholders’~~new ~~equity~~or increased tariffs on certain exports from the U.S. There is currently significant uncertainty about the future relationship between the U.S. and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

~~(5)~~Our ~~Excludes~~customers ~~25,000,000~~could ~~Class~~incur Asubstantial ~~ordinary~~costs ~~shares purchased in the public market which are subject to conversion in connection with our initial business combination. The “~~as ~~adjusted”~~a ~~calculation~~result ~~equals~~of ~~the~~violations ~~“as adjusted” total assets~~of, ~~less~~or ~~the “as adjusted” total~~ liabilities under, ~~less~~environmental ~~the “as adjusted” value of Class A ordinary shares which may be redeemed in connection with our initial business combination ($10~~laws.00 ~~per share).~~

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater

discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although the Company’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control

~~CAUTIONARY~~ equipment ~~NOTE~~or ~~REGARDING~~perform ~~FORWARD-LOOKING~~other ~~STATEMENTS~~actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products or demand for our products from our customers, which could materially and adversely affect our business, financial condition and results of operations.

~~AND~~Our ~~RISK~~MMRs ~~FACTOR~~may ~~SUMMARY~~not qualify as low-emissions or emissions-free pursuant to regulatory or incentive frameworks that consider emissions on a lifecycle basis or that otherwise account for fuel-cycle emissions or energy consumption.

~~Certain~~While ~~statements~~our ~~contained~~MMRs ingenerate ~~this~~no ~~prospectus,~~air ~~which~~emissions ~~reflect~~during ~~our~~operations, ~~current~~including ~~views~~no so-called greenhouse ~~with~~gases, ~~respect~~our toMMRs ~~future~~may ~~events~~nonetheless ~~and~~not ~~financial~~qualify ~~performance,~~as ~~and any~~providers ~~other statements~~ of ~~a future or forward~~emissions-~~looking nature~~free, ~~constitute “forward~~carbon-~~looking~~free, low-carbon or ~~statements”~~similar ~~for~~generating ~~the~~resources ~~purpose~~under ~~of the federal securities laws. Our forward~~emissions-~~looking~~limitation ~~statements~~schemes ~~include,~~that ~~but~~assess ~~are~~emissions ~~not~~on ~~limited~~a ~~to,~~lifecycle ~~statements~~basis ~~regarding our~~ or ~~our~~ ~~management’s~~that ~~expectations,~~otherwise ~~hopes,~~consider ~~beliefs,~~emissions ~~intentions~~from orenergy ~~strategies~~consumed ~~regarding~~in ~~the~~our ~~future~~fuel cycle. InThe ~~addition,~~failure ~~any~~of ~~statements~~our ~~that~~MMRs ~~refer~~ to ~~projections,~~qualify ~~forecasts~~for orinclusion ~~other~~in ~~characterizations~~emissions ofreduction ~~future~~or ~~events~~climate orchange ~~circumstances,~~related ~~including~~emissions ~~any underlying~~control ~~assumptions~~schemes, ~~are~~or ~~forward~~emissions-~~looking~~based ~~statements.~~incentive ~~The~~programs ~~words~~may ~~“anticipate,”~~result ~~“believe,”~~in ~~“continue,”~~higher ~~“could,”~~costs ~~“estimate,”~~or ~~“expect,”~~lower ~~“intends,”~~revenues ~~“may,” “might,”~~for ~~“plan,”~~us ~~“possible,”~~or ~~“potential,”~~our ~~“predict~~customers,” ~~“project,” “should,” “would”~~ and ~~similar expressions~~ may ~~identify~~adversely ~~forward-looking~~impact ~~statements, but~~ the ~~absence~~demand ~~of these~~for ~~words~~our ~~does~~products ~~not~~from ~~mean~~our ~~that~~customers, awhich ~~statement~~could ismaterially ~~not~~and ~~forward-looking.~~adversely ~~Forward-looking~~affect ~~statements~~our inbusiness, ~~this~~financial ~~prospectus~~condition ~~may~~and ~~include,~~results ~~for~~of ~~example,~~operations. ~~statements about:~~

•We ~~our~~may ~~ability~~become toinvolved ~~complete~~in ~~our~~litigation ~~initial~~that ~~business~~may ~~combination;~~materially adversely affect us.

•From ~~our~~time ~~success~~to time, we may become involved in ~~retaining~~various orlegal ~~recruiting~~proceedings relating to matters incidental to the ordinary course of our business, orincluding ~~changes~~intellectual ~~required~~property, incommercial, ~~our~~product ~~officers~~liability, ~~key~~employment, ~~employees~~class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or ~~directors~~liability ~~following~~or require us to change our ~~initial~~business practices. Because of the potential risks, expenses and uncertainties of litigation, from time to time, we may settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business. ~~combination;~~

•Our ~~our~~failure ~~executive~~to ~~officers~~timely and ~~directors~~effectively ~~allocating~~implement ~~their~~controls ~~time to other businesses~~ and ~~potentially~~procedures ~~having~~required ~~conflicts~~by Section 404(a) of ~~interest~~the ~~with~~Sarbanes-Oxley ~~our~~Act ~~business~~could ornegatively inimpact ~~approving~~ our ~~initial~~ business. ~~combination, as a result of which they would then receive expense reimbursements;~~

•We are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those previously required of us as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements applicable to us as a public company. If our ~~potential~~management ~~ability~~is unable to ~~obtain~~conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, and our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting at such time as it is required ~~funds~~to do so, and material weaknesses in our internal control over financial reporting are identified, we could be subject to ~~complete~~regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and shareholders, which could have a material adverse effect on our ~~offering~~business and ~~working~~our ~~capital~~stock ~~expenses;~~price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our Common Stock price and adversely affect our business, financial condition and results of operations. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the exchange upon which our securities are listed or other regulatory authorities, which would require additional financial and management resources.

• our potential ability to obtain additional financing to complete our initial business combination;

• our pool of prospective target businesses, including their industry and geographic location;

• the ability of our executive officers and directors to generate a number of potential investment opportunities;

• failure to list or delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities; or

• our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

• our being a company with no operating history and no revenues;

• our ability to select an appropriate target business or businesses;

• our ability to complete our initial business combination;

• our expectations around the performance of a prospective target business or businesses;

•Risk ~~our~~Relating ~~success~~to inTax ~~retaining~~Matters orApplicable ~~recruiting,~~to orHadron ~~changes~~Energy ~~required in, our officers, key employees or directors following our initial business combination;~~

•Changes ~~our~~in ~~officers~~tax, ~~and~~tariff ~~directors~~or ~~allocating~~fiscal ~~their~~policies ~~time~~could toadversely ~~other~~affect ~~businesses~~demand ~~and~~for ~~potentially having conflicts of interest with~~ our ~~business~~products. ~~or in approving our initial business combination;~~

•Imposition of any additional taxes and levies on our products could adversely affect the demand for our products and our results of operations. Changes in corporate and other taxation policies as well as changes in export and other incentives given by various governments, or import or tariff policies, could also adversely affect our results of operations. Considerable uncertainty surrounds the introduction and scope of tariffs by countries around the world, as well as the potential ~~ability~~for totrade ~~obtain~~actions, ~~additional~~and ~~financing~~the toimposition ~~complete~~of tariffs and trade restrictions as a result of international trade disputes or changes in trade policies may adversely affect our ~~initial~~sales and profitability. The occurrence of any of the above may have a material adverse effect on our business, ~~combination;~~results of operations and financial condition.

•Changes ~~target~~to ~~businesses,~~taxation ~~including~~or the ~~location~~interpretation ~~and~~or ~~industry~~application of ~~such~~tax ~~target~~laws ~~businesses;~~could have an adverse impact on our results of operations and financial condition.

•Our ~~the~~business ~~ability~~is ofexpected ~~our~~to ~~officers~~be subject to various taxes in different jurisdictions, which include, among others, U.S. federal, state and ~~directors~~local totaxes, ~~generate~~and ataxes ~~number~~in ofthese ~~potential~~and ~~business~~other ~~combination~~jurisdictions ~~opportunities;~~where we may deploy MMRs in the future, such as regional trade taxes, value added taxes, excise duty, registration tax and other indirect taxes.

•We are exposed to the risk that our ~~public~~overall ~~securities’~~tax ~~potential~~burden ~~liquidity~~may ~~and~~increase ~~trading;~~in the future.

•Changes in tax laws or regulations, or in the ~~lack~~position of the relevant authorities regarding the application, administration or interpretation of tax laws or regulations, particularly if applied retrospectively, could have a ~~market~~material ~~for~~adverse effect on our ~~securities;~~business, results of operations and financial condition.

•In ~~the~~addition, ~~use~~tax oflaws ~~proceeds~~are complex and subject to subjective valuations and interpretive decisions. The tax authorities may not ~~held~~agree inwith our interpretations of, or the ~~trust~~positions ~~account~~we have taken or ~~available~~intend to ustake ~~from~~on, ~~interest~~tax ~~income~~laws onapplicable to our ordinary activities and extraordinary transactions. In case of challenges by the ~~trust~~tax ~~account~~authorities ~~balance;~~to our interpretations, we could face long tax proceedings that could result in the payment of additional tax and penalties, with potential material adverse effects on our business, results of operations and financial condition.

•Risks ~~the~~Related ~~availability~~ to usHadron ofEnergy’s ~~funds~~Capital ~~from~~Resources ~~interest income on the trust account balance;~~

•Our ~~the~~business ~~trust~~requires ~~account~~substantial ~~not~~investment. ~~being subject to claims of third parties;~~

•Our current capital may not be sufficient to finance the total capital required for our ~~financial~~business ~~performance~~plan. ~~following~~To ~~this~~the ~~offering;~~extent we are unable to raise the level of capital we require, we may be required to make significant adjustments to our business plans in light of our available capital resources. For example, we may have to reduce future costs, which could materially impact our business plan, including potentially requiring us not to pursue some of our other strategic objectives and/or limit the resources available to further develop our design, sales and manufacturing efforts.

•In ~~risks~~order ~~and~~to ~~uncertainties~~fulfill ~~related~~our tobusiness ~~companies~~plan, we will require additional funding. To the extent we require such additional investor funding in the ~~TMT~~future, ~~AI/ML,~~such ~~cybersecurity,~~funding ~~MedTech,~~may ~~semiconductor~~be dilutive to our investors and ~~sustainable~~no ~~industries;~~assurances orcan be provided as to terms of any such funding. Any such funding and the associated terms will be highly dependent upon market conditions and the progress of our business at the time we seek such funding. The terms of any financing that we pursue may be less favorable than previously anticipated and could become even less favorable depending on the amount of funds we may require.

•Our ~~the~~business ~~other~~is ~~risks~~capital ~~and~~intensive. ~~uncertainties~~We ~~discussed~~expect that significant additional capital will be needed in ~~“Risk~~the ~~Factors”~~future to continue our planned operations, including commercialization efforts, expanded research and ~~elsewhere~~development inactivities ~~this~~and ~~prospectus~~costs associated with operating a public company. To raise capital, we may enter into financing arrangements that may be costly or impose certain restrictive covenants or otherwise restrict our ability to seek

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~RISK~~ additional ~~FACTORS~~leverage or financing. We may also seek to sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Common Stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our Common Stock. Pursuant to our Plan, our Board is authorized to grant compensatory equity awards to our employees, directors and consultants. If the number of shares reserved under our Plan is increased pursuant to its terms, our stockholders may experience additional dilution, which could cause our stock price to fall. Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our Common Stock to decline.

AnOur ~~investment~~corporate ~~in our securities involves a high degree of risk. You should consider carefully all of the risks described below~~expenditures, ~~together with~~including ~~the~~our ~~other~~corporate ~~information~~level ~~contained in this prospectus~~expenses, ~~before~~are ~~making~~subject ~~a decision~~ to ~~invest~~numerous inrisks ~~our units. If any of the following events occur, our business, financial condition~~ and ~~operating results may be materially adversely affected~~uncertainties. ~~In that event, the trading price of our securities could decline, and you could lose all or part of your investment.~~

~~Risks~~Our ~~Relating~~current toand ~~our~~future ~~Search~~operating ~~for~~expenses are uncertain and impacted by various factors outside of our control, including rising costs and ~~Consummation~~ other impacts of orinflation, ~~Inability~~evolving toregulatory ~~Consummate~~requirements, raw material availability, global conflicts, global supply chain challenges and component manufacturing and testing uncertainties, among other factors. Accordingly, it is possible that our overall expenses and related outspend could be higher than the levels we currently estimate, and any increases could have a ~~Business~~material ~~Combination~~adverse effect on our business, financial condition and results of operations.

~~Our~~We ~~public shareholders~~ may ~~not~~experience bea ~~afforded~~disproportionately anhigher ~~opportunity~~impact tofrom ~~vote~~inflation ~~on our proposed business combination,~~ and ~~even~~rising if we hold a vote, holders of our founder shares will participate in such vote, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combinationcosts.

WeRecently, ~~may~~inflation ~~choose~~has ~~not~~increased. ~~hold~~Inflation ahas ~~shareholder~~resulted vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instancein, ~~the~~and ~~Nasdaq~~may ~~rules~~continue ~~currently allow us~~ to ~~engage~~result in, ahigher ~~tender~~interest ~~offer~~rates ~~in lieu~~and ofcapital ~~a shareholder meeting~~costs, ~~but~~higher ~~would~~shipping ~~still~~costs, ~~require~~higher usmaterial tocosts, ~~obtain~~supply ~~shareholder~~shortages, ~~approval~~increased ifcosts ~~we were seeking to issue more than 20%~~ of ~~our~~labor ~~issued~~ and ~~outstanding~~other ~~shares~~similar ~~to a target business as consideration in any business combination~~effects. ~~Therefore,~~Although ~~if we~~the ~~were~~impact ~~structuring a business combination that required us to issue more than 20%~~ of ~~our~~material ~~issued and outstanding shares~~cost, ~~we would seek shareholder approval of such business combination. However~~labor, ~~except~~or asother ~~required~~inflationary byor ~~applicable~~economically ~~law~~driven orfactors ~~stock~~will ~~exchange rules,~~impact the ~~decision~~entire asnuclear toand ~~whether~~energy wetransition ~~will~~industry ~~seek~~(including ~~shareholder~~renewable ~~approval~~sources of aelectricity, ~~proposed~~like ~~business~~solar ~~combination~~and ~~or will allow shareholders to sell their shares to us in a tender offer will be made by us~~wind), ~~solely~~the inrelative ~~our~~impact ~~discretion,~~may ~~and~~not ~~will~~ be ~~based on a variety of factors, such as~~ the ~~timing~~same ofacross the ~~transaction~~industry, and ~~whether~~ the ~~terms~~particular ofeffects within the ~~transaction~~industry ~~would~~will ~~otherwise~~depend ~~require~~on usa tonumber ~~seek~~of ~~shareholder approval. Accordingly~~factors, weincluding ~~may~~material ~~consummate~~use, ~~our~~design, ~~initial~~structure ~~business combination even if holders~~ of asupply ~~majority of~~agreements, ~~the~~project ~~issued~~management and ~~outstanding~~others, ~~ordinary~~which ~~shares~~could doresult ~~not~~in ~~approve~~significant ofchanges ~~the~~to ~~business combination we consummate. Please see~~ the ~~section~~competitiveness ~~entitled~~of ~~“Proposed~~our ~~Business—Initial~~technology ~~Business~~and ~~Combination—Shareholders~~our ~~may not have the~~ ability to ~~approve~~ ~~our~~sell ~~initial~~the ~~business~~Hadron ~~combination”~~Halo, ~~for~~which ~~additional~~could ~~information.~~have ~~Our Sponsor controls~~ a ~~substantial~~material ~~interest~~adverse ineffect ~~us and thus may exert a substantial influence~~ on ~~actions~~our ~~requiring a shareholder vote~~business, ~~potentially~~financial incondition aand ~~manner~~results ~~that~~of ~~you do not support~~operations.

If we ~~seek~~incur ~~shareholder~~indebtedness ~~approval~~in ofthe ~~our initial business combination~~future, ~~our~~we ~~initial~~could ~~shareholders~~be ~~have~~exposed ~~agreed~~ to ~~vote~~risks inthat ~~favor~~could ofadversely ~~such initial~~affect ~~business~~our ~~combination~~business, ~~regardless~~financial ofcondition ~~how~~and ~~our~~results ~~public~~of ~~shareholders vote~~operations.

WeIn ~~expect~~the ~~that our initial shareholders and their permitted transferees~~future, ~~will~~we ~~beneficially~~may ~~own~~incur ~~approximately~~additional 40indebtedness.0% ~~of the issued and outstanding ordinary shares at the time of any such shareholder vote (assuming they do not purchase any public units in this offering).~~ Our ~~initial~~indebtedness ~~shareholders~~could ~~and management~~have ~~team~~significant ~~also~~negative ~~may~~consequences ~~from~~for ~~time to time purchase public shares prior to~~ our ~~initial~~security ~~business combination. Our amended and restated memorandum and articles of association provides that~~holders, ~~if we seek shareholder approval of an initial~~ business ~~combination~~, ~~such~~results ~~initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles~~ of ~~association,~~operations which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Our initial shareholders (and ~~their~~financial ~~permitted~~condition ~~transferees will agree), pursuant to the terms of the agreements to be entered into with us, to vote any Class B ordinary shares held~~ by ~~them in favor of our initial business combination. As a result~~, inamong ~~addition~~other tothings: the founder shares and private placement shares held by our initial shareholders, we would need approximately 4,166,666 public shares, or approximately 16.7% of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted, the over-allotment option is not exercised and 2,500,000 founder shares are forfeited) in order to have such initial business combination approved.

•

increasing our vulnerability to adverse economic and industry conditions;

•

limiting our ability to obtain additional financing;

•

requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•

limiting our flexibility to plan for, or react to, changes in our business; and

•

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay any additional indebtedness that we may incur. Any future indebtedness that we may incur may contain financial and other restrictive covenants that will limit our ability to operate our business, raise capital or make payments under our indebtedness. If we fail to comply with such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other indebtedness and other liabilities.

~~Assuming~~Our ~~that~~actual ~~only~~operating ~~the~~results ~~holders~~may ofdiffer ~~one-third~~significantly offrom our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combinationguidance. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.

~~Your~~From ~~only~~time ~~opportunity~~ to ~~affect~~time, ~~the~~we ~~investment~~may ~~decision~~release guidance in our quarterly or annual earnings releases, quarterly earnings conference calls, or otherwise, regarding aour ~~potential~~future ~~business~~performance ~~combination~~that ~~may~~represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, will be ~~limited~~based on projections prepared by our management. These projections are not expected to be prepared with a view toward compliance with published guidelines of the ~~exercise~~American Institute of ~~your~~Certified ~~right~~Public Accountants, and neither our registered public accountants nor any other independent expert or outside party is expected to ~~redeem your~~comply ~~shares~~or ~~from~~examine usthe ~~for~~projections. ~~cash~~Accordingly, no such person is expected to express any opinion or any other form of assurance with respect to the projections.

AtProjections ~~the~~are ~~time~~based upon a number of ~~your~~assumptions ~~investment~~and inestimates usthat, ~~you~~while ~~will~~presented ~~not~~with benumerical ~~provided~~specificity, ~~with~~are aninherently ~~opportunity~~subject to ~~evaluate~~significant ~~the specific~~business, ~~merits~~economic, orand ~~risks~~competitive ofuncertainties ~~one~~and orcontingencies, ~~more~~many ~~target~~of ~~businesses.~~which ~~Because~~are beyond our ~~Board~~control, ofand ~~Directors~~are ~~may~~based ~~consummate~~upon ~~our~~specific ~~initial~~assumptions ~~business~~with ~~combination~~respect ~~without~~to ~~seeking~~future ~~shareholder~~business ~~approval~~decisions, ~~public~~some ~~shareholders~~of ~~may~~which ~~not~~will ~~have~~change. Any material change to the ~~right~~assumptions or ~~opportunity~~estimates tounderlying ~~vote~~the projections management prepares, or any material overruns or other unexpected increase in costs, could have a material adverse effect on the ~~business~~ ~~combination,~~projections ~~unless~~and wethe ~~seek~~guidance ~~such~~on ~~shareholder~~which ~~vote~~it is based. ~~Accordingly~~The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, ~~your~~including ~~only~~our ~~opportunity~~ability to ~~affect~~plan ~~the~~for ~~investment~~and ~~decision~~model ~~regarding~~future growth. We intend to state possible outcomes as high and low ranges which are intended to provide a ~~potential~~sensitivity ~~business~~analysis ~~combination~~as variables are changed. However, actual results will vary from our guidance and the variations may be ~~limited~~material. The principal reason that we release guidance is to ~~exercising~~provide ~~your~~a ~~redemption~~basis ~~rights~~for ~~within~~our management to discuss our business outlook as of the ~~period~~date of ~~time (which~~release ~~will~~with beanalysts atand ~~least~~investors. 20We ~~business~~do ~~days)~~not ~~set~~accept ~~forth~~any inresponsibility ~~our~~for ~~tender~~any ~~offer~~projections ~~documents~~or ~~mailed~~reports published by any such persons. Investors are urged not to ~~our~~rely ~~public~~upon ~~shareholders~~our guidance in ~~which~~making wean ~~describe~~investment ~~our~~decision ~~initial~~regarding ~~business~~our ~~combination~~Common Stock.

~~The~~Any ~~ability~~failure ofto successfully implement our ~~public~~operating ~~shareholders~~strategy toor ~~redeem~~the ~~their~~occurrence ~~shares~~of ~~for~~any ~~cash~~of ~~may~~the ~~make~~events ~~our~~or ~~financial~~circumstances ~~condition~~set ~~unattractive~~forth toin ~~potential~~this ~~business~~“Risk ~~combination targets,~~Factors” ~~which~~section ~~may~~could ~~make~~result itin ~~difficult~~our ~~for~~actual usoperating toresults ~~enter~~being ~~into~~different from our ~~initial~~guidance, ~~business~~and ~~combination~~the ~~with~~differences amay ~~target~~be adverse and material.

We may enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we may not be able to meet such closing condition, and as a result, would not be able to proceed with such business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Our ~~amended~~financial ~~and~~results restated memorandum and articles of association will require us to provide all of our public shareholders with an opportunity to redeem all of their shares in connection with the consummation of any initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination, or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may ~~instead~~vary ~~search~~significantly ~~for~~from anquarter ~~alternate business combination. Prospective targets would be aware of these risks and, thus, may be reluctant~~ to ~~enter into our initial business combination transaction with us~~quarter.

~~The~~We ~~ability~~expect of our ~~public~~revenue ~~shareholders~~and tooperating ~~exercise~~results ~~redemption~~to ~~rights~~vary ~~with~~from ~~respect~~quarter to aquarter. ~~large~~We ~~number~~may incur significant operating expenses during the start-up and early stages of ~~our~~contracts ~~shares~~and may not ~~allow us~~be able to ~~consummate~~recognize ~~the~~corresponding ~~most~~revenue ~~desirable~~in ~~business~~that ~~combination~~same quarter. We may also incur additional expenses when contracts are terminated or ~~optimize~~expire and are not renewed. We may also incur additional expenses during the construction of our ~~capital~~planned ~~structure~~manufacturing and assembly facilities in the future.

InAdditional ~~connection~~factors ~~with~~that ~~the successful consummation of our initial business combination, we~~ may ~~redeem~~cause ~~up to that number of Class A ordinary shares that would permit us to maintain net tangible assets of $5,000,001 upon the consummation of~~ our ~~initial~~financial ~~business~~results ~~combination. If our initial business combination requires us~~ to ~~use~~fluctuate ~~substantially~~from ~~all~~quarter ~~of our cash~~ to ~~pay~~quarter ~~the~~include ~~purchase~~those ~~price,~~addressed ~~the~~elsewhere ~~redemption threshold may be further limited. Alternatively, we may need to arrange third-party financing to help fund our business combination~~ in ~~case~~this a“Risk ~~larger~~Factors” ~~percentage~~section ofand ~~shareholders exercise their redemption rights than we expect. If~~ the ~~acquisition~~following ~~involves~~factors, ~~the~~among others:

•

the terms of customer contracts that affect the timing of revenue recognition;

•

variability in demand for our services and solutions;

•

commencement, completion or termination of contracts during any particular quarter;

•

timing of award or performance incentive fee notices;

•

timing of significant bid and proposal costs;

•

the costs of remediating unknown defects, errors or performance problems of our product offerings;

•

restrictions on and delays related to the export of nuclear articles and services;

•

costs related to government inquiries;

~~issuance~~• ofstrategic ~~our~~decisions ~~shares~~by asus ~~consideration,~~or ~~we may be required to issue a higher percentage of~~ our ~~shares~~competitors, tosuch ~~the~~as ~~target~~acquisitions, ordivestitures, ~~its~~spin-offs ~~shareholders~~and tojoint make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. ventures;

~~Furthermore,~~• ~~this~~strategic ~~dilution~~investments ~~would~~or ~~increase~~changes ~~to the extent that the anti-dilution provision of the Class B ordinary shares results~~ in ~~the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial~~ business ~~combination.~~ The effect of this dilution will be greater for shareholders who do not redeem. In addition, the amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see “— The nominal purchase price paid by our sponsor and advisor for the founder shares and paid by non-managing investors for private placement shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.” The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. strategy;

~~The~~• ~~requirement~~changes ~~that~~in ~~we maintain a minimum net worth or retain a certain amount of cash could increase~~ the ~~probability~~extent ~~that our business combination would be unsuccessful and that you would have~~ to ~~wait~~which ~~for~~we ~~liquidation~~use ~~in order to redeem your shares.~~ subcontractors;

~~If,~~• ~~pursuant~~seasonal tofluctuations ~~the terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount of cash~~ in ~~trust in order to consummate the business combination and regardless of whether we proceed with redemptions under the tender or proxy rules, the probability that~~ our ~~business~~staff ~~combination~~utilization would be unsuccessful is increased. If our business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate. If you are in need of immediate liquidity, you could attempt to sell your shares in the open marketrates; however, at such time our shares may trade at a discount to the pro rata amount per share in our trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

~~The~~• ~~requirement~~changes ~~that~~in ~~we complete~~ our ~~initial~~effective ~~business~~tax ~~combination~~rate, ~~within~~including 24changes ~~months from the closing of this offering may give potential target businesses leverage over us~~ in ~~negotiating~~ our ~~initial~~judgment ~~business~~as ~~combination~~to ~~and may limit~~ the ~~amount~~necessity of ~~time~~the wevaluation ~~have~~allowance torecorded ~~conduct~~against ~~due diligence on potential business combination targets as we approach~~ our ~~dissolution~~ ~~deadline,~~deferred ~~which~~tax ~~could~~assets; ~~undermine our ability to consummate our initial business combination on terms that would produce value for our shareholders.~~ and

~~Any~~• ~~potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must consummate our initial business combination within 24 months from~~ the closing of this offering. Consequently, such target businesses may obtain leverage over us in negotiating our initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of ~~time~~sales it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combinationcycles.

Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any.

If we experience significant fluctuations in our operating results and rate of growth and fail to meet revenue and earnings expectations, our stock price may fall rapidly and without advance notice.

Due to our limited operating history, our unproven and evolving business model and the unpredictability of our emerging industry, we may not be able to accurately forecast our rate of growth. We base our current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and investments are, to a large extent, not fixed and we expect that these expenses will increase in the future. We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

Our results of operations depend on both the growth of demand for the products and services we are going to offer in future and the general economic and business conditions throughout the world. A softening of demand for our products and services for any reason will harm our operating results. Terrorist attacks, armed hostilities and wars in the past created, and may in the future create economic and business uncertainty that may also adversely affect our results of operations.

Our revenue and operating results may also fluctuate due to other factors, including:

•

our ability to meet milestones related to the design, development, manufacturing and sales of smaller, cheaper, and safer advanced clean energy solutions, including the Hadron Halo.

•

assumptions relating to the size of the market for our nuclear reactors.

•

unanticipated regulations of nuclear energy that add barriers to our business and have a negative effect on our operations.

•

our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.

•

new product and service introductions by our competitors.

•

technical difficulties or interruptions in our service.

•

general economic conditions in our geographic markets.

•

additional investment in our service or operations.

•

regulatory compliance costs.

As a result of these and other factors, we expect that our operating results may fluctuate significantly on a quarterly basis. We believe that period-to period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.

WeChanges ~~may~~in ~~not be able to consummate~~ our ~~initial~~accounting ~~business~~estimates ~~combination~~and ~~within~~assumptions ~~the~~could ~~required~~negatively ~~time~~affect ~~period,~~our ~~in which~~financial ~~case~~position weand ~~would~~results ~~cease all operations except for the purpose~~ of ~~winding up and we would redeem our public shares and liquidate~~operations.

We ~~must~~ ~~complete~~prepare our ~~initial~~financial ~~business~~statements ~~combination~~in ~~within~~accordance 24with ~~months~~accounting ~~from~~principles generally accepted in the ~~closing~~United States of ~~this~~America ~~offering~~(“GAAP”). WeThese ~~may~~accounting ~~not~~principles berequire ~~able~~us to ~~find~~make aestimates ~~suitable~~and ~~target~~assumptions ~~business~~that affect the reported amounts of assets and ~~consummate~~liabilities ~~our~~and ~~initial~~the ~~business~~disclosure ~~combination~~of ~~within~~contingent ~~such~~assets ~~time~~and ~~period.~~liabilities ~~Our~~at ~~ability~~the todate ~~complete~~ of our ~~initial~~financial ~~business~~statements. ~~combination~~We ~~may~~are bealso ~~negatively~~required ~~impacted~~to bymake ~~general~~certain ~~market~~judgments ~~conditions,~~that ~~political~~affect ~~considerations,~~the ~~volatility~~reported inamounts ~~the~~of ~~capital~~revenues and ~~debt~~expenses ~~markets,~~during ~~other~~each ~~social~~reporting ~~and~~period. ~~geopolitical~~We ~~events,~~periodically ~~and~~evaluate ~~the~~our ~~other~~estimates ~~risks~~and ~~described~~assumptions ~~herein,~~ including, but not limited to, ~~the~~those ~~war~~relating ~~between~~to ~~Russia~~business ~~and~~acquisitions, ~~Ukraine~~revenue ~~and~~recognition, ~~the~~recoverability ~~Israel-Hamas~~of ~~conflict.~~assets ~~Additionally~~including customer receivables, ~~the~~contingencies, ~~outbreak~~valuation of ~~unforeseen~~financial ~~occurrence~~instruments, ofstock-based ~~natural~~compensation ~~disasters,~~and ~~such~~income astaxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the ~~recent~~exercise ~~COVID-19~~of ~~pandemic~~judgment and discretion, which may ~~negatively~~ ~~impact~~evolve ~~businesses~~over wetime ~~may~~in ~~seek~~light toof ~~acquire~~operational experience, regulatory direction, developments in accounting principles and ~~may~~other ~~make~~factors. itActual ~~harder~~results ~~for~~could usdiffer tofrom ~~find~~these estimates as a ~~suitable~~result ~~target~~of ~~business~~changes ~~and~~in ~~consummate~~circumstances, ~~our~~assumptions, ~~initial~~policies or developments in the business, ~~combination~~which could materially affect our financial statements.

IfOur weability ~~are unable~~ to ~~consummate~~pay ~~our~~dividends ~~initial business combination within the required time period (or any extended period of time that we~~ may ~~have~~ to consummate an initial business combination as a result of an amendment to our amended and restated memorandum and articles of association), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be ~~net~~limited ~~of taxes payable, if any), divided by the number of then issued~~ and ~~outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including~~ the ~~right~~level ~~to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval~~ of ~~our~~future ~~remaining~~dividends ~~shareholders~~is ~~and our Board of Directors, dissolve and liquidate,~~ subject ~~in each case~~ to ~~our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law~~change.

~~Our~~We ~~amended~~do ~~and~~not ~~restated~~expect ~~memorandum~~to ~~and~~pay ~~articles~~dividends offor ~~association~~the ~~will~~foreseeable ~~provide~~future. ~~that,~~Payment ifof wedividends ~~wind~~on upour ~~for~~shares ~~any~~in ~~other~~the ~~reason~~future ~~prior~~will tobe ~~the consummation~~subject ofto ~~our~~business ~~initial~~conditions, ~~business~~financial ~~combination~~conditions, weearnings, ~~will~~cash ~~follow~~balances, ~~the~~commitments, ~~foregoing~~strategic ~~procedures~~plans ~~with~~and ~~respect~~other tofactors ~~the~~that ~~liquidation~~our ofBoard ~~the~~may ~~trust~~deem ~~account~~relevant asat ~~promptly~~the astime ~~reasonably~~it ~~possible~~recommends ~~but~~approval ~~not~~of ~~more~~the ~~than~~dividend. ~~ten~~Any ~~business~~dividend ~~days~~policy, ~~thereafter~~once adopted, will be subject to ~~applicable Cayman~~change ~~Islands~~based ~~law.~~on Inchanges ~~either~~in ~~such~~statutory ~~case~~requirements, ~~our~~market ~~public~~trends, ~~shareholders~~strategic ~~may~~developments, ~~receive~~capital ~~only~~requirements ~~$10.00~~and ~~per~~a ~~public~~number ~~share~~of other factors. Further, orwe ~~less~~may ~~than~~not ~~$10.00~~have ~~per~~sufficient ~~public~~cash ~~share,~~to onpay ~~the~~dividends ~~redemption~~in ofcash ~~their~~on our shares. ~~See~~We “—will Ifbe ~~third~~a ~~parties~~holding ~~bring~~company ~~claims~~and ~~against~~our ~~the Company~~operations will be carried out through our subsidiary. As a result, ~~the~~our ~~proceeds~~ability ~~held~~to inpay ~~trust~~dividends ~~could~~will beprimarily ~~reduced~~depend ~~and~~on the ~~per-share~~ability ~~redemption~~of ~~price~~our ~~received~~subsidiary byto ~~shareholders~~generate ~~may~~earnings beand ~~less~~to ~~than~~provide ~~$10.00~~us ~~per~~with ~~share~~the necessary financial resources.”

~~Our~~Risks ~~search~~Related ~~for~~to ~~a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by~~ the ~~recent~~Company’s ~~and~~Securities ~~ongoing military action between Russia and Ukraine.~~

OnFuture ~~February 24~~sales, ~~2022,~~or ~~Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in~~ the ~~region~~perception ~~is likely. Although the length, impact and outcome~~ of ~~the~~future ~~ongoing military conflict in Ukraine is highly unpredictable~~sales, ~~this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply~~ of ~~energy~~our ~~resources,~~Common ~~instability~~Stock inby ~~financial~~us ~~markets, supply chain interruptions, political and social instability, changes in consumer~~ or ~~purchaser~~ ~~preferences~~our asexisting ~~well~~stockholders ~~as increase~~ in ~~cyberattacks~~the ~~and~~public ~~espionage.~~market ~~Russia’s~~could ~~recognition~~cause ~~of two separatist republics in~~ the ~~Donetsk~~market ~~and~~price ~~Luhansk regions~~ of ~~Ukraine~~our ~~and~~Common ~~subsequent~~Stock ~~military action against Ukraine have led~~ to androp ~~unprecedented expansion of sanction programs imposed by the United States~~significantly, ~~the~~even ~~European~~if ~~Union,~~our ~~the~~business ~~United~~is ~~Kingdom,~~doing ~~Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic~~well.

~~The~~Sales ~~situation~~of isa ~~rapidly~~substantial ~~evolving~~number asof ashares ~~result~~ of ~~the~~Common ~~conflict~~Stock in ~~Ukraine~~the public market, ~~and~~including the ~~United~~resale ~~States,~~of the ~~European~~shares ~~Union,~~of ~~the~~Common ~~United~~Stock ~~Kingdom~~held ~~and other~~by ~~countries~~our ~~may~~stockholders ~~implement~~pursuant ~~additional~~to ~~sanctions~~this prospectus or pursuant to Rule 144, ~~export~~could ~~controls~~occur orat ~~other~~any ~~measures~~time. ~~against~~These ~~Russia~~sales, ~~Belarus~~or ~~and~~the ~~other~~perception ~~countries~~in the market that the holders of a large number of shares of Common Stock intend to sell shares, ~~regions~~could reduce the market price of our Common Stock. These sales, ~~officials~~or the possibility that these sales may occur, ~~individuals~~also ormight ~~industries~~make it more difficult for us to sell equity securities in the ~~respective~~future at a time and at a price that we deem appropriate.

All shares issued as merger consideration in the Business Combination are freely tradable without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 under the Securities Act), including our directors, executive officers and other affiliates. We have registered in this resale registration statement on Form S-1 securities held by certain of our stockholders who have the right, subject to certain conditions, to require us to register the sale of their shares of Common Stock under the Securities Act, pursuant to the terms of the Amended and Restated Registration Rights Agreement entered into in connection with the Business Combination. Registration Rights Holders holding at least a majority in interest of the registrable securities are entitled to make a written demand for registration under the Securities Act of all or part of their registrable securities, up to a total of three such demands, and also have “piggy-back” registration rights. The sale of a large number of shares by these stockholders could cause the prevailing market price of shares of our Common Stock to decline. Significant sales of shares of Common Stock may have negative pressure on the public trading price of our Common Stock.

~~territories.~~The ~~Such~~shares ~~sanctions~~being ~~and~~registered ~~other~~for ~~measures,~~resale asby ~~well~~the asSelling ~~the~~Securityholders ~~existing~~pursuant ~~and~~to ~~potential~~this ~~further~~prospectus ~~responses~~represent ~~from~~a ~~Russia~~substantial orportion ~~other~~of ~~countries~~the tototal ~~such~~number ~~sanctions,~~of ~~tensions~~shares ~~and~~of ~~military~~our ~~actions~~Common Stock outstanding, ~~could adversely~~based ~~affect~~on the ~~global~~number ~~economy~~of ~~and~~shares ~~financial~~outstanding ~~markets~~as ~~and~~of ~~could~~June ~~adversely~~12, ~~affect~~2026. ~~our~~Certain ~~ability~~of toour ~~search~~stockholders, ~~for~~including athe ~~business~~Sponsor, ~~combination~~acquired ortheir ~~finance~~shares ~~such~~at ~~business~~prices ~~combination,~~substantially ~~and~~below the ~~business~~current market price of our Common Stock. For example, ~~financial~~the ~~condition~~Sponsor ~~and~~acquired ~~results~~Founder Shares at an effective purchase price of ~~operations~~$0.00979696 per share. Certain of ~~any~~our ~~target business~~stockholders ~~with~~may ~~which~~have wean ~~ultimately~~incentive ~~consummate~~to asell ~~business~~their ~~combination~~shares ~~may~~because bethey ~~materially~~will ~~adversely~~still ~~affected~~profit on sales due to the significantly lower prices at which they purchased their shares.

~~Our~~In ~~search~~addition, ~~for~~certain ~~and~~of ~~ability~~our stockholders are subject to ~~complete~~the Lock-Up Agreement, which restricts transfers of shares until the earlier of (a ~~business~~) six ~~combination~~months following the Closing, ~~and~~(b) subsequent to the Closing, the date on which the closing price of our Common Stock equals or exceeds $11.50 per share for any ~~target~~twenty ~~business~~trading ~~with~~days within any thirty consecutive trading day period commencing at least ninety days after the Closing, or (c) subsequent to the Closing, the date on which wethe ~~ultimately~~Company ~~complete~~completes a ~~business~~liquidation, ~~combination~~merger, ~~may~~stock beexchange ~~adversely~~or ~~affected~~other bysimilar ~~general~~transaction. ~~market~~Upon ~~conditions~~the expiration of the applicable lock-up periods, ~~political~~such ~~considerations~~stockholders will not be restricted from selling shares of our Common Stock held by them, ~~pandemics~~other than by applicable securities laws, ~~volatility~~and a significant number of additional shares will become eligible for sale in the ~~capital~~public ~~and~~market, ~~debt~~which ~~markets~~could ~~and~~cause ~~other social~~the ~~and~~market ~~geopolitical~~price ~~events~~of our Common Stock to decline.

~~Our~~The ~~search~~requirements ~~for~~of ~~and~~being ~~ability to complete~~ a ~~business~~public ~~combination~~company is subject to macroeconomic and geopolitical risks, including the emergence or continuation of widespread health emergencies or pandemics (similar to the recent COVID-19 pandemic), cyberattacks or campaigns, the current or anticipated impact of climate change, extreme weather events or natural disasters, military conflict, civil unrest, terrorism or other similar events, which could adversely affect business and economic conditions in the U.S. ~~and abroad. The business of any potential target business with which we consummate a business combination could be materially and adversely affected by these types of events. Furthermore, we~~ may bestrain ~~unable to complete a business combination as a result of these macroeconomic, geopolitical or other events, including if these events restrict travel, or limit~~ the ~~ability to have meetings with potential investors or the target company~~Company’s ~~personnel,~~resources ~~vendors~~ and ~~services~~divert providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which one of these types of events could impact our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted. In addition, various conflicts, such as Russiamanagement’s ~~invasion of Ukraine~~attention, and ~~conflicts in~~ the ~~Middle~~increases ~~East, could result~~ in ~~regional~~legal, ~~instability~~accounting and ~~adversely~~compliance ~~impact~~expenses ~~commodity~~that ~~and~~result ~~other~~from ~~financial~~being ~~markets~~a aspublic ~~well~~company asin ~~economic~~the ~~conditions~~U.S. ~~These~~may ~~events~~be ~~could~~greater ~~create~~than ~~inflationary~~we ~~pressure or otherwise effect the global economy, all of which could negatively impact our ability to complete a business combination or otherwise affect target businesses~~anticipate.

IfRequirements ~~any~~associated ~~macroeconomic,~~with ~~geopolitical~~being ora ~~other~~public ~~matters~~company ofin ~~global~~the ~~concern~~United ~~cause~~States ~~disruptions~~require significant resources and management attention. We are subject to certain reporting requirements of the ~~business~~Exchange ~~environment~~Act, ~~for~~and anthe ~~extended~~other ~~period~~rules and regulations of ~~time~~ the SEC, ~~our~~and ~~ability~~Nasdaq. We are also subject to ~~consummate~~various aother ~~business~~regulatory ~~combination~~requirements, orincluding the ~~operations~~Sarbanes-Oxley ofAct. aWe ~~target~~expect ~~business~~these ~~with~~rules ~~which~~and weregulations ~~ultimately~~to ~~consummate~~increase aour ~~business combination~~legal, ~~may~~accounting beand ~~materially~~financial ~~adversely~~compliance ~~affected~~costs and to make some activities more time-consuming and costly. ~~Additionally~~For example, ~~our~~we ~~ability~~expect tothat ~~complete~~these arules ~~business combination~~and ~~transaction~~regulations may ~~depend~~make onit ~~the~~more ~~ability~~difficult toand ~~raise~~more ~~sufficient~~expensive ~~equity~~for us to obtain directors’ and ~~debt~~officers’ ~~financing~~liability insurance, which could make it more difficult for us to attract and ~~any~~retain qualified members of ~~these~~our Board. We cannot predict or ~~similar~~estimate ~~events~~the ~~could~~amount ~~adversely~~of ~~impact~~additional ~~our~~costs we will incur as a public company or the ~~target’s~~timing ~~ability~~of tosuch docosts. soIn ~~due~~addition, complying with rules and regulations and the increasingly complex laws pertaining to, ~~among~~public ~~other~~companies ~~things,~~requires ~~increased~~substantial ~~market volatility~~attention from our senior management, ~~decreased~~which ~~market~~could ~~liquidity~~divert their attention away from the day-to-day management of our business. These cost increases and the ~~availability~~diversion of ~~third-party~~management’s ~~financing~~attention oncould ~~terms~~materially ~~acceptable~~and adversely affect our business, results of operations and financial condition. We may also need to ushire oradditional atpersonnel ~~all~~to support our financial reporting function and may face challenges in doing so.

~~Macro-economic~~There ~~turbulence and~~is ~~instability~~no ~~relating~~guarantee tothat ~~recent~~the ~~and~~Warrants ~~ongoing~~will ~~global~~ever ~~conflicts~~be ~~and~~in ~~other~~the ~~drivers of uncertainty may adversely affect our business~~money, ~~investments~~ and ~~results~~they ofmay ~~operations~~expire ~~and our ability to successfully consummate a business combination~~worthless.

AThe ~~deterioration~~exercise in economic conditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest rates, housing prices, and energy prices (including the price offor ~~gasoline), increased consumer indebtedness, lack of available credit,~~ the ~~rate~~Warrants ofis ~~inflation,~~either ~~and~~$11.50 ~~consumer~~or ~~perceptions~~$12.00 ofper ~~the~~share ~~economy, as well as other factors, such as terrorist attacks, protests, looting, and other forms~~ of ~~civil~~Common ~~unrest~~Stock, ~~cyberattacks~~subject ~~and~~to ~~data~~adjustment. ~~breaches,~~There ~~public~~is ~~health~~no ~~emergencies~~guarantee ~~(such~~that as the ~~COVID-19~~Warrants ~~pandemic~~will ~~and~~ever ~~other~~be ~~epidemics), extreme weather conditions and climate change, significant changes~~ in the ~~political~~money ~~environment,~~prior ~~political~~to ~~instability~~their expiration, ~~armed~~and ~~conflict (such~~ as ~~the ongoing military conflict between Ukraine and Russia and the military conflict in Israel and Gaza) and/or public policy~~such, ~~including increased state, local or federal taxation, could adversely affect our financial condition,~~ the ~~financial~~Warrants ~~condition~~may ofexpire prospective target companies for our initial business combination, or the financial condition of the combined company even if we successfully consummate a business combination, as well as our ability to locate a commercially viable target company for our business combination in the first instanceworthless.

Your unexpired Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

Outstanding Public Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within a thirty (30) Trading-Day period ending on the third (3^rd) Trading Day prior to the date the Company sends the notice of redemption to the Warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption rights if there is an effective registration statement covering the Common Stock issuable upon

~~Recent~~ exercise ~~increases~~of inthe ~~inflation~~Public inWarrants, and a current prospectus relating thereto, available throughout the 30-day redemption ~~United~~period ~~States~~or the Company has elected to require the exercise of the Warrants on a “cashless basis”; provided, however, that if and ~~elsewhere~~when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. Redemption of the outstanding Public Warrants could ~~make~~force you (a) to exercise your Public Warrants and pay the exercise price at a time when it ~~more~~may ~~difficult~~be disadvantageous for usyou to ~~complete~~ ~~our~~do ~~initial~~so, ~~business~~(b) to ~~combination~~sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (c) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

~~Recent~~If ~~increases~~the inCompany ~~inflation~~does innot ~~the~~maintain ~~United~~a ~~States~~current and ~~elsewhere~~effective ~~may~~prospectus ~~lead~~relating to ~~increased price~~the ~~volatility~~shares ~~for~~of ~~publicly~~Common ~~traded~~Stock ~~securities,~~issuable ~~including~~upon ~~ours,~~exercise orof ~~other~~the ~~national~~Warrants, ~~regional~~public orholders ~~international~~will ~~economic~~only ~~disruptions,~~be ~~any~~able ofto exercise such warrants on a “cashless basis” which ~~could~~would ~~make~~result itin ~~more~~a ~~difficult~~fewer ~~for~~number usof shares of Common Stock being issued to ~~complete~~the ~~our~~holder ~~initial~~had ~~business~~such ~~combination~~holder exercised the warrants for cash.

If the Company does not maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the public warrants at the time that holders wish to exercise such Warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of ~~special~~warrant ~~purpose~~shares ~~acquisition~~that ~~companies~~a ~~evaluating~~holder ~~targets~~will ~~increases~~receive upon exercise of its public warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and ~~other~~would ~~issued~~only ~~SPAC~~be ~~entities~~able ~~may~~to ~~come~~exercise their warrants for cash if a current and effective prospectus relating to ~~market~~the ~~with~~warrant ~~superior~~shares issuable upon exercise of the warrants is available. Under the terms ~~for~~ of the ~~targets~~warrant agreement, ~~attractive~~the ~~targets~~Company ~~may~~has agreed to use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use its best efforts to cause the registration statement to become ~~scarcer~~effective and ~~there~~to maintain the effectiveness of such registration statement until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our company may be ~~more~~reduced ~~competition~~or the warrants may expire worthless. In no event will the Company be required to net cash settle any warrant, or issue securities or other compensation in exchange for ~~attractive~~the ~~targets~~warrants in the event that the Company is unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. ~~This~~If ~~could~~the ~~increase~~issuance of the ~~cost~~shares of ~~our~~Common ~~initial~~Stock ~~business~~upon ~~combination~~exercise ~~and~~of ~~could~~the ~~even~~warrants ~~result~~is innot ~~our~~so ~~inability~~registered or qualified or exempt from registration or qualification, the holder of such warrants shall not be entitled to ~~find~~exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their public warrants as part of a ~~target~~purchase orof public units will have paid the full unit purchase price solely for the shares of Common Stock included in the public units. Notwithstanding the foregoing, the private placement warrants may be exercisable for unregistered warrant shares for cash even if the prospectus relating to ~~consummate~~ anthe ~~initial~~warrant ~~business~~shares ~~combination~~issuable upon exercise of the warrants is not current and effective.

InOur ~~recent~~Charter ~~years~~provides, ~~the~~subject ~~number~~to oflimited ~~special~~exceptions, ~~purpose acquisition companies~~ that ~~have~~the ~~been~~courts ~~formed has~~of ~~increased~~the ~~substantially.~~State ~~Many~~of ~~potential~~Delaware ~~targets~~will ~~for~~be ~~special~~the ~~purpose~~sole ~~acquisition~~and ~~companies~~exclusive ~~have~~forum ~~already~~for ~~entered~~certain ~~into~~stockholder anlitigation ~~initial business combination~~matters, ~~and~~which ~~there~~could ~~are~~limit ~~still~~our ~~many~~stockholders’ ~~companies~~ability ~~preparing~~to ~~for~~obtain ana ~~initial~~favorable ~~public~~judicial ~~offering.~~forum Asfor adisputes ~~result,~~with ~~at times,~~us ~~fewer~~or ~~attractive~~our ~~targets may be available~~directors, ~~and it may require more time~~officers, ~~more~~employees ~~effort~~or ~~and more resources to identify a suitable target and to consummate an initial business combination~~stockholders.

InOur ~~addition~~Charter provides, ~~because~~subject ~~there~~to ~~are~~limited ~~more~~exceptions, ~~special~~that ~~purpose~~the ~~acquisition~~courts ~~companies~~of ~~seeking~~the toState ~~enter~~of ~~into~~Delaware an(or, ~~initial~~in ~~business~~the ~~combination~~event ~~with~~that ~~available targets,~~ the ~~competition~~Court ~~for~~of ~~available~~Chancery ~~targets~~of ~~with~~the ~~attractive~~State ~~fundamentals~~of orDelaware ~~business~~does ~~models~~not ~~may~~have ~~increase~~jurisdiction, ~~which~~the ~~could~~federal ~~cause~~district ~~targets~~court ~~companies~~for tothe ~~demand~~District ~~improved~~of ~~financial~~Delaware ~~terms.~~or ~~Attractive~~other ~~deals~~state ~~could~~courts ~~also~~of ~~become~~the ~~scarcer~~State ~~for~~of ~~other~~Delaware) ~~reasons~~will, ~~such as~~to ~~economic~~the orfullest ~~industry~~extent ~~sector~~permitted ~~downturns~~by law, ~~geopolitical~~be ~~tensions,~~the orsole ~~increases~~and inexclusive ~~the~~forum ~~cost~~for ofcertain ~~additional~~stockholder ~~capital~~litigation ~~needed~~matters, towhich ~~close~~could ~~business~~limit ~~combinations~~our orstockholders’ ~~operate~~ability ~~targets~~to ~~post-business~~obtain ~~combination.~~a ~~This~~favorable ~~could~~judicial ~~increase~~forum ~~the~~for ~~cost~~disputes ~~of,~~with ~~delay~~us or ~~otherwise complicate~~our directors, officers, employees or ~~frustrate~~stockholders. ~~our~~Our ~~ability~~Charter requires, to ~~find~~the ~~and~~fullest ~~consummate~~extent anpermitted ~~initial~~by ~~business combination~~law, ~~and~~that ~~may~~(i) any ~~result~~derivative action or proceeding brought in our ~~inability~~name toor ~~consummate~~right anor ~~initial~~on ~~business~~our ~~combination~~behalf, on(ii) any ~~terms~~action ~~favorable~~asserting toa ~~our~~claim ~~investors~~of ~~altogether.~~breach of a fiduciary duty owed by any of our

If we seek shareholder approval of our initial business combination pursuant to a proxy solicitation, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from other shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.

If we seek shareholder approval of our initial business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), our Sponsor, directors, executive officers, advisors or any of their affiliates are permitted to purchase ordinary shares in privately negotiated transactions or in the open market either prior to or following the consummation of our initial business combination. Any such purchase would be required to include a contractual acknowledgement that the selling shareholder, although he may still be the record holder of the shares being sold, would, upon consummation of such sale, no longer be the beneficial owner of such shares and would agree not to exercise the redemption rights applicable to such shares. In the event that our Sponsor, directors, executive officers, advisors or any of their affiliates purchase Class A ordinary shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, any such selling shareholders would be required to revoke their prior elections to redeem their Class A ordinary shares prior to the consummation of the transaction.

The purpose of such purchases could be to (1) increase the likelihood of obtaining shareholder approval of the initial business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible.

If directors, aofficers, ~~shareholder~~employees, ~~fails~~agents or stockholders to ~~receive~~us ~~notice~~or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our ~~offer~~Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws or as to ~~redeem~~which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of our ~~public~~Amended ~~shares~~and inRestated ~~connection~~Certificate ~~with~~of Incorporation (including any Preferred Stock Designation) or our ~~initial~~ ~~business~~Bylaws, ~~combination~~or (v) any action asserting a claim governed by the internal affairs doctrine, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, ~~fails~~in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware), in each case subject to ~~comply~~such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless we consent in writing to the selection of an alternative forum, with respect to claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the ~~procedures~~right of the Corporation, must bring any such claims only in the Court of Chancery of the State of Delaware or the United States District Court for ~~tendering~~the District of Delaware, if such claims relate to the business of the Corporation, the conduct of its ~~shares~~affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, in each case subject to the applicable court having personal jurisdiction over the indispensable parties named as defendants. Direct claims brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such ~~shares~~claims ~~may~~in the U.S. federal courts, and pursuant to Section 29(a) of the Exchange Act, the Company cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in our Charter will not affect that direct claims under the Exchange Act are to be ~~redeemed~~brought in the U.S. federal courts. In addition, because the Court of Chancery does not have jurisdiction over claims brought under the Exchange Act, any derivative claims under Section 14(a) need to be brought in the federal court for the District of Delaware. Any person or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of and to have consented to the exclusive forum provisions in our Charter, and, if an action within the scope of the forum provision is filed in a court other than a court located within the State of Delaware, such stockholder will be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought to enforce the forum provisions and to service of process through such stockholder’s counsel in the foreign action. In addition, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This federal forum provision pertaining to causes of action arising under the Securities Act does not apply to suits brought to enforce a duty or liability created by the Exchange Act, or the rules and regulations thereunder, or to any other claim for which the U.S. federal courts have exclusive jurisdiction.

WeThe ~~will comply~~Company ~~with~~qualifies ~~the tender offer rules or proxy rules,~~ as ~~applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if~~ a ~~shareholder~~“controlled ~~fails~~company” towithin ~~receive~~the ~~our~~meaning ~~tender offer or proxy materials, as applicable, such shareholder may not become aware~~ of the ~~opportunity~~Nasdaq tocorporate ~~redeem~~governance ~~its~~rules ~~shares.~~and Inmay ~~addition,~~choose ~~the tender offer documents or proxy materials, as applicable, that we will furnish~~ to ~~holders~~rely ofon ~~our~~available exemptions ~~public shares in connection with our initial business combination will describe the various procedures that must be complied with in order~~ to ~~validly~~corporate ~~tender~~governance orstandards ~~redeem~~available ~~public shares. For example, we may require our public shareholders seeking~~ to ~~exercise~~a ~~their redemption rights, whether they are record holders or hold their shares in~~ “~~street~~controlled ~~name,~~company” tothat ~~either~~differ ~~tender~~significantly from ~~their~~Nasdaq ~~certificates~~corporate togovernance ~~our~~listing ~~transfer~~standards ~~agent~~applicable ~~prior~~ to ~~the~~domestic ~~date~~U.S. ~~set~~companies. ~~forth~~These inpractices may ~~the~~afford ~~tender~~less ~~offer~~protection ~~or proxy materials documents mailed~~ to ~~such~~shareholders ~~holders, or~~than upthey towould ~~two~~enjoy ~~business~~if ~~days prior to~~ the ~~vote~~Company oncomplied ~~the~~fully proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with ~~these~~Nasdaq ~~procedures,~~corporate ~~its~~governance ~~shares~~listing ~~may not be redeemed~~standards. ~~Please see “Proposed Business—Redemption Rights.”~~

~~You~~ The Company qualifies as a “controlled company” as defined under the Nasdaq rules because Mr. Gibson, Founder, Chief Executive Officer and Director, will ~~not~~own bemore ~~entitled~~than to50% ~~protections~~of ~~normally~~the ~~afforded~~total tovoting ~~investors~~power of ~~many~~all ~~other~~issued ~~blank~~and ~~check~~outstanding ~~companies~~Common Stock. For so long as the Company remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.

~~Since~~As ~~the~~a ~~net~~“controlled ~~proceeds~~company”, ofthe ~~this offering~~Company ~~are~~is ~~intended~~permitted to beelect ~~used~~ to ~~complete our initial business combination with a target business that has not been identified~~rely, weand may ~~be deemed to be a “blank check” company under the United States securities laws. However~~rely, ~~since~~on ~~we will~~certain ~~have~~exemptions ~~net~~from ~~tangible~~corporate ~~assets~~governance ~~of at least $5~~rules,~~000,001~~ ~~upon the successful consummation of this offering and will file a Current Report on Form 8-K,~~ including (i) an ~~audited~~exemption ~~balance sheet demonstrating this fact, we are exempt~~ from ~~rules promulgated by~~ the ~~SEC~~rule tothat ~~protect~~a ~~investors~~majority ~~in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections~~ of ~~those rules. Among other things, this means~~ our ~~units~~Board ~~will~~must be ~~immediately~~ ~~tradable~~independent ~~and~~directors; we(ii) an ~~may~~exemption ~~have~~from ~~a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit~~ the ~~release~~rule ofthat ~~any~~director ~~interest~~nominees ~~earned~~must onbe ~~funds~~selected ~~held in~~or ~~the~~recommended ~~trust~~solely ~~account~~by toindependent usdirectors; ~~unless~~ and ~~until~~(iii) an ~~the~~exemption ~~funds~~from in the ~~trust~~rule ~~account were released to us in connection with our consummation of an initial business combination. For a more detailed comparison of our offering to offerings~~ that ~~comply~~the ~~with~~compensation ~~Rule 419,~~committee ~~please~~must ~~see~~be ~~“Proposed~~comprised ~~Business—Comparison~~solely of ~~This~~independent ~~Offering to Those of Blank Check Companies Subject to Rule 419~~directors.”

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there will be numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement share and private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. Our Sponsor, any of its affiliates or any of their respective clients may make additional investments in us, although our Sponsor and its affiliates have no obligation or other duty to do so.

~~This~~USE ~~inherent~~OF ~~competitive~~PROCEEDS limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for public shares that are redeemed, it will potentially reduce the resources available to us for our initial business combination. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating and completing a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Please see “—If third parties bring claims against the Company, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00 per share.” and other risk factors herein.

WeAll ~~will~~of ~~require~~the ~~public~~Common ~~shareholders~~Stock ~~who~~offered ~~wish~~by the Selling Securityholders pursuant to ~~redeem~~ ~~their~~this ~~public~~prospectus ~~shares~~will inbe ~~connection~~sold ~~with~~by athe ~~proposed~~Selling ~~business~~Securityholders ~~combination~~for totheir ~~comply~~respective ~~with~~accounts. ~~specific~~We ~~requirements~~will ~~for~~not ~~redemption~~receive ~~that~~any ~~may~~of ~~make~~the itproceeds ~~more~~from ~~difficult~~these ~~for~~sales. ~~them~~See tothe ~~exercise~~section ~~their~~titled ~~redemption~~“Plan ~~rights~~of ~~prior~~Distribution” toelsewhere ~~the~~in ~~deadline~~this prospectus for ~~exercising~~more ~~their rights~~information.

We will ~~require~~receive ~~our~~up ~~public shareholders seeking~~ to ~~exercise~~an ~~their~~aggregate ~~redemption~~of ~~rights,~~approximately ~~whether~~$333 million ~~they~~from ~~are~~the ~~record~~exercise ~~holders~~of orthe ~~hold their shares in “street name~~Warrants,” toassuming ~~either tender their certificates to our transfer agent prior to~~ the ~~expiration~~exercise ~~date set forth~~ in ~~the~~full ~~tender~~of ~~offer~~all ~~documents~~of ~~mailed to such holders, or in~~ the ~~event~~Warrants wefor ~~distribute~~cash. ~~proxy~~We ~~materials,~~expect up to ~~two business~~use ~~days prior to~~ the ~~vote~~net onproceeds ~~the~~from ~~proposal to approve~~ the ~~business~~exercise ~~combination,~~of ~~or to deliver their shares to~~ the ~~transfer~~Warrants ~~agent~~for ~~electronically~~general ~~using~~corporate ~~The~~purposes. ~~Depository~~We ~~Trust~~will ~~Company’s~~have ~~DWAC~~broad ~~(Deposit/Withdrawal~~discretion Atover ~~Custodian) System, at~~ the ~~holder’s~~ ~~option.~~use Inof ~~order~~proceeds tofrom ~~obtain~~the aexercise ~~physical~~of ~~stock~~the ~~certificate, a shareholder’s broker and/or clearing broker, The Depository Trust Company (“DTC”) and our transfer agent will need to act to facilitate this request~~Warrants. ItThere is ~~our understanding~~no assurance that ~~shareholders~~the ~~should~~holders ~~generally~~of ~~allot~~the atWarrants ~~least~~will ~~two~~elect ~~weeks~~ to ~~obtain~~exercise ~~physical certificates from the transfer agent. However, because we do not have~~ any ~~control over this process~~ or ~~over~~all ~~the~~of ~~brokers~~such ~~or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate~~Warrants. ~~While~~To wethe ~~have~~extent ~~been advised~~ that ~~it takes a short time to deliver shares through~~ the ~~DWAC~~Warrants ~~System, this may not be the case. Under our bylaws, we~~ are ~~required~~exercised toon ~~provide~~a at“cashless ~~least 10 days advance notice of any shareholder meeting~~basis,” ~~which would be~~ the ~~minimum~~ amount of ~~time~~cash awe ~~shareholder~~ would ~~have~~receive tofrom ~~determine~~the ~~whether to~~ exercise ~~redemption~~of ~~rights. Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet~~ the ~~deadline~~Warrants ~~for~~will ~~exercising their redemption rights and thus may be unable to redeem their shares~~decrease. ~~In the event that a shareholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem public shares, its shares may not be redeemed.~~

Additionally, despite our compliance with the proxy rules or tender offer rules, as applicable, shareholders may not become aware of the opportunity to redeem their shares.

If we seek shareholder approval of our business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), and if you or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding public shares sold in this offering, you will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding public shares sold in this offering.

If we seek shareholder approval of our initial business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), our amended and restated memorandum and articles of association will provide that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), would be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares sold in this offering. Your inability to redeem an aggregate of more than 15% of the Class A ordinary shares sold in this offering will reduce your influence over our ability to consummate our initial business combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to hold

~~that~~DETERMINATION ~~number~~OF ofOFFERING ~~shares~~PRICE ~~exceeding 15% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.~~

IfOur ~~the~~Common ~~net~~Stock ~~proceeds~~is oflisted ~~this~~on ~~offering~~Nasdaq ~~and~~under the ~~sale~~symbol ~~of the private placement shares~~“HDRN,” ~~private placement warrants~~ and ~~founder~~our ~~shares~~Public ~~not~~Warrants ~~being held in the trust account~~ are ~~insufficient~~traded toon ~~allow~~Nasdaq usunder ~~to operate for at least~~ the ~~next~~symbol 24 months from the closing of this offering, we may be unable to complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination“HDRNW.”

The ~~funds~~actual ~~available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months from the closing of this~~ offering, ~~assuming~~price ~~that~~by ~~our initial business combination is not consummated during that time. Of~~ the ~~net~~Selling ~~proceeds~~Securityholders of ~~this offering and~~ the ~~sale~~shares of ~~the~~Common ~~private~~Stock ~~placement shares, private placement warrants~~ and ~~founder shares, only approximately $2,100,005 will be available to us initially outside~~ the ~~trust~~Warrants ~~account~~and toby ~~fund our working capital requirements. Of~~ the ~~funds~~Selling ~~available to~~Securityholders ~~us, we could use a portion~~ of the ~~funds~~shares ~~available~~of toCommon usStock tocovered ~~pay~~by ~~fees~~this toprospectus ~~consultants~~will tobe ~~assist~~determined usby ~~with~~prevailing ~~our~~market ~~search~~prices ~~for~~at ~~a target business. We could also use a portion of~~ the ~~funds~~time ~~as a down payment or to fund a “no-shop” provision (a provision in letters~~ of ~~intent~~sale, ~~designed~~by toprivate ~~keep target businesses from “shopping” around for~~ transactions ~~with~~negotiated ~~other~~by ~~companies~~the onSelling ~~terms~~Securityholders more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we are unable to fund such down payments or “no shop” provisions, our ability to close a contemplated transaction could be impaired. Furthermore, if we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as ~~a result of our breach or~~ otherwise), wedescribed ~~might~~in not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public shareholders may only receive $10.00 per share (whether or not the ~~underwriter’s~~section ~~over-allotment~~entitled ~~option~~“Plan isof ~~exercised in full) or potentially less than $10~~Distribution.00” ~~per share on our redemption, and our warrants will expire worthless.~~

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no other commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete initial business combination. Furthermore, we may issue a substantial number of additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

• default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•DIVIDEND ~~our~~POLICY ~~inability to pay dividends on our ordinary shares;~~

•The ~~using~~Company ahas ~~substantial~~not ~~portion~~paid ofany ~~our~~ cash ~~flow~~dividends on the Common Stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay ~~principal~~cash dividends for the foreseeable future. Any decision to declare and ~~interest~~pay ondividends ~~our~~in ~~debt,~~the ~~which~~future will ~~reduce~~be made at the ~~funds~~discretion ~~available~~of ~~for~~the ~~dividends~~Board and will depend on, ~~our~~among ~~ordinary~~other ~~shares~~things, ifthe ~~declared~~Company’s results of operations, ~~expenses~~financial condition, ~~capital~~cash ~~expenditures~~requirements, ~~acquisitions~~contractual restrictions and other ~~general~~factors ~~corporate~~that ~~purposes;~~the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. The Company does not anticipate declaring any cash dividends to holders of the Common Stock in the foreseeable future.

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Our directors may decide not to enforce indemnification obligations against our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below $10.00 per share (whether or not the underwriter’s over-allotment option is exercised in full) and our Sponsor asserts that it is unable to satisfy obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine on our behalf whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so. If our independent directors choose not to enforce these indemnification obligations on our behalf, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investment company, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not intend to spend a considerable amount of time actively managing the assets in the trust account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

WeUNAUDITED doPRO ~~not~~FORMA ~~believe~~COMBINED ~~that~~FINANCIAL ~~our~~INFORMATION anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be held as cash, including in demand deposit accounts at a bank, or invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

~~Further,~~Introduction under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the trust account were invested in the assets discussed above, such assets, other than cash, are “securities” for purposes of the Investment Company Act and, therefore, there is a risk that we could be deemed an investment company and subject to the Investment Company Act.

InThe ~~the~~following ~~adopting~~unaudited ~~release~~pro ~~for~~forma ~~the~~condensed ~~2024~~combined ~~SPAC~~financial ~~Rules~~information (as ~~defined~~of ~~below)~~March 31, ~~the~~2026 ~~SEC provided~~presents ~~guidance~~the ~~that~~combination aof ~~SPAC’s~~the ~~potential~~unaudited ~~status~~consolidated ascombined anfinancial ~~“investment~~statements ~~company”~~as ~~depends on a variety~~ of ~~factors~~March 31, ~~such~~2026 asof aGigCapital7 ~~SPAC’s~~upon ~~duration,~~the ~~asset~~Closing ~~composition,~~of ~~business~~the ~~purpose~~Merger and ~~activities~~the ~~and~~other ~~“is~~transactions acontemplated ~~question~~by ofthe ~~facts~~Business ~~and circumstances”~~Combination ~~requiring~~Agreement ~~individualized~~and ~~analysis.~~the Ifunaudited wefinancial ~~were~~statements ~~deemed~~as toof beMarch 31, ~~subject~~2026 toof ~~compliance~~Private ~~with and regulation under the Investment Company Act~~Hadron, weadjusted ~~would~~to begive ~~subject~~effect to ~~additional~~the ~~regulatory~~Business ~~burdens~~Combination and ~~expenses~~related ~~for which we have not allotted funds~~transactions. ~~Unless~~Upon wethe ~~are~~Closing ~~able~~of tothe ~~modify~~Merger, ~~our~~Private ~~activities~~Hadron’s soname ~~that~~was wechanged ~~would~~to ~~not~~Hadron beEnergy ~~deemed~~Operating anCompany ~~investment~~Inc. ~~company,~~The wefollowing ~~would~~unaudited ~~either~~pro ~~register~~forma ascondensed ancombined ~~investment~~financial ~~company~~statements orhave ~~wind~~been ~~down~~prepared ~~and~~in ~~abandon~~accordance ~~our~~with ~~efforts~~Article to11 ~~complete~~of anRegulation ~~initial~~S-X ~~business~~as ~~combination~~amended ~~and instead~~by ~~liquidate~~ the ~~Company.~~final Asrule, aRelease ~~result,~~No. 33-10786 ~~our~~“Amendments ~~public~~to ~~shareholders~~Financial ~~may~~Disclosures ~~receive~~about ~~only~~Acquired ~~approximately~~and ~~$10.00~~Disposed ~~per~~Businesses” ~~public~~to ~~share,~~depict orthe ~~less~~accounting infor ~~certain~~the ~~circumstances,~~transaction on(“Transaction ~~the~~Accounting ~~liquidation~~Adjustments”) ofand ~~our~~present ~~trust~~the ~~account,~~reasonably ~~would~~estimable ~~lose~~synergies ~~the~~and ~~investment~~other ~~opportunity~~transaction ineffects athat ~~target company~~have ~~with~~occurred ~~which~~or weare ~~may~~reasonably ~~decide~~expected to ~~consummate~~occur an(“Management’s ~~initial~~Adjustments”). ~~business~~The ~~combination~~Company ~~and~~has ~~would~~elected benot ~~unable~~ to ~~realize~~present ~~the~~Management’s ~~potential~~Adjustments ~~benefits~~and ofis anonly ~~initial~~presenting ~~business~~Transaction ~~combination,~~Accounting ~~including~~Adjustments in the ~~possible~~unaudited ~~appreciation~~pro offorma ~~the~~condensed combined ~~company’s~~financial ~~securities~~statements.

IfThe ~~our~~following ~~circumstances~~unaudited ~~change~~pro ~~over~~forma ~~time~~condensed combined financial statements as of March 31, we2026, ~~will~~assumes ~~update~~that ~~our~~the ~~disclosure~~Business toCombination ~~reflect~~occurred ~~how~~on ~~such~~March 31, ~~changes~~2026. ~~impact~~The unaudited pro forma combined statement of operations for the ~~risk~~three ~~that~~months weended ~~may~~March 31, ~~be considered~~2026 tocombines bethe ~~operating~~historical unaudited condensed statements of operations of GigCapital7 for the three months ended March 31, 2026 and the historical unaudited condensed consolidated statement of operations of Private Hadron for the three months ended March 31, 2026, on a pro forma basis as anif ~~unregistered~~the ~~investment~~Business ~~company~~Combination had been consummated on January 1, 2025, the beginning of the earliest period presented.

ToThe ~~mitigate~~unaudited ~~the~~pro ~~risk~~forma ~~that~~combined westatement ~~might~~of beoperations ~~deemed to be an investment company~~ for ~~purposes~~ of the ~~Investment~~year ~~Company~~ended ~~Act~~December 31, we2025 ~~may,~~combines atthe ~~any~~historical ~~time,~~audited ~~instruct~~statements ~~the~~of ~~trustee~~operations toof ~~liquidate~~GigCapital7 for the ~~securities~~year ~~held~~ended inDecember 31, ~~the~~2025 ~~trust account~~ and ~~instead to hold~~ the ~~funds~~historical inaudited ~~the~~consolidated ~~trust~~statement ~~account in cash until the earlier~~ of ~~the~~operations ~~consummation~~ of ~~our~~Private ~~initial business~~Hadron ~~combination~~for orthe ~~our~~year ~~liquidation.~~ended ~~As a result~~December 31, ~~following the liquidation of securities in the trust account~~2025, ~~the interest earned~~ on ~~the~~a ~~funds~~pro ~~held~~forma inbasis ~~the~~as ~~trust~~if ~~account may be materially reduced, which would reduce~~ the ~~dollar~~Business ~~amount~~Combination ~~our~~had ~~public shareholders~~been ~~would~~consummated ~~receive~~on ~~upon~~January 1, ~~any redemption or liquidation of the Company~~2025.

WeThe ~~intend~~unaudited topro ~~initially~~forma ~~hold~~condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect the ~~funds~~Company’s infinancial condition upon the ~~trust account~~Closing asof ~~cash,~~the ~~including~~Merger inand ~~demand~~the ~~deposit~~Business ~~accounts~~Combination at(the aCompany ~~bank~~following such Closing, the “Post-Combination Company”) or would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial statements also may not be useful in Upredicting the future financial condition of the Post-Combination Company.S. ~~government~~Although ~~treasury~~it ~~obligations~~is ~~with~~not aexpected, ~~maturity~~the actual financial position of ~~185~~the ~~days~~Post-Combination orCompany ~~less~~may ordiffer infrom ~~money~~the ~~market~~pro ~~funds~~forma amounts reflected herein due to a variety of factors.

The historical financial information of the Company was derived from the unaudited consolidated financial statements of the Company as of March 31, 2026 previously filed with the SEC by the Company on its Quarterly Report on Form 10-Q on May 6, 2026. The historical financial information of Private Hadron was derived from the unaudited financial statements of Private Hadron as of March 31, 2026. This information should be read together with the Company’s and Private Hadron’s financial statements and related notes.

Description of the Business Combination

On September 27, 2025, the Company entered into the Business Combination Agreement with Private Hadron and Merger Sub, pursuant to which, among other things, subject to shareholder approval, following the domestication of the Company from the Cayman Islands to Delaware, which occurred on May 8, 2026 (the “Domestication”), Merger Sub merged with and into Private Hadron, with Private Hadron surviving as a wholly-owned subsidiary of the Company, resulting in a combined company whereby the Company became the parent company of Private Hadron, and substantially all of the assets and the business of the combined company are held by the Company and its subsidiaries.

~~investing~~Prior ~~solely~~to ~~in U.S. government treasury obligations~~ and ~~meeting~~as ~~certain~~a ~~conditions~~condition ~~under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes~~ of the ~~Investment Company Act~~Closing, ~~while~~pursuant ~~cash is not. As noted above, one of the factors the SEC identified as relevant~~ to the ~~determination~~Domestication, ofGigCapital7 ~~whether~~changed aits ~~SPAC~~jurisdiction ~~which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. To mitigate the risk~~ of usincorporation ~~being~~by ~~deemed~~migrating to beand andomesticating ~~unregistered~~as ~~investment~~a ~~company~~Delaware ~~(including~~corporation ~~under~~in ~~the~~accordance ~~subjective test~~with of Section ~~3(a)(1)(A)~~388 of the ~~Investment~~DGCL, ~~Company Act)~~ and ~~thus subject to regulation under~~ the ~~Investment~~Companies ~~Company~~ Act, we(as ~~may,~~revised) at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of ~~consummation of our initial business combination or liquidation of~~ the ~~company.~~Cayman ~~Following~~Islands ~~such liquidation,~~ (the ~~rate~~“Companies ~~of interest we receive on the funds held in the trust account may be materially decreased~~Act”). However, interest previously earned on the funds held in the trust account still may be released to us for permitted withdrawals and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

~~Our~~The ~~shareholders~~Domestication ~~may be held liable for claims by third parties against us to the extent of distributions received by them.~~

IfThe ~~we are forced to enter into an insolvent liquidation~~Company, ~~any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date~~ on ~~which~~May 8, ~~the distribution was made~~2026, wechanged ~~were~~its ~~unable~~jurisdiction toof ~~pay~~incorporation ~~our~~by ~~debts~~effecting asa ~~they~~deregistration ~~fall~~under ~~due~~Section 206 inof the ~~ordinary~~Companies ~~course~~Act ~~of business.~~and As a ~~result,~~domestication aunder ~~liquidator~~Section 388 ~~could~~of ~~seek~~the ~~to recover some or all amounts received by our shareholders. Furthermore~~DGCL, ~~our~~pursuant ~~directors may be viewed as having breached their fiduciary duties~~ to uswhich orthe ~~our~~Company’s ~~creditors~~jurisdiction ~~and/or~~of ~~may~~incorporation ~~have~~was ~~acted~~changed ~~in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders~~ from the ~~trust~~Cayman ~~account~~Islands ~~prior~~ to ~~addressing~~ the ~~claims~~State of ~~creditors~~Delaware. WeThe ~~cannot~~Company ~~assure~~provided ~~you~~its ~~that~~public ~~claims~~stockholders ~~will~~the ~~not~~opportunity beto ~~brought~~redeem ~~against~~their uspublic ~~for~~shares ~~these~~on ~~reasons.~~the Weterms and ~~our directors~~conditions ~~and~~set ~~officers~~forth ~~who~~in ~~knowingly~~the ~~and~~Business ~~willfully~~Combination ~~authorized~~Agreement orand ~~permitted~~the ~~any~~Company’s ~~distribution~~governing todocuments. beA ~~paid~~total ~~out~~ of ~~our~~16,834,491 ~~share~~public ~~premium~~shares ~~account while we~~ were ~~unable~~tendered tofor ~~pay~~redemption ~~our~~and ~~debts~~the asCompany ~~they~~completed ~~fall due in~~ the ~~ordinary~~redemption ~~course~~ of ~~business~~these ~~would~~properly betendered ~~guilty~~public ofshares ~~an offence~~promptly ~~and~~following ~~may~~the beconsummation ~~liable to a fine~~ of ~~$18,293 and to imprisonment for five years in~~ the ~~Cayman~~Business ~~Islands~~Combination.

IfIn ~~third~~connection ~~parties~~with ~~bring~~the ~~claims~~Domestication, ~~against~~ (i) each then issued and outstanding Class A ordinary share (other than any Class A ordinary share included in the Company’s units) was converted automatically, ~~the~~on ~~proceeds~~a one-for-one basis, ~~held~~into inone ~~trust~~(1) share ~~could~~of bethe ~~reduced~~Company’s common stock, (ii) each then issued and ~~the~~outstanding ~~per~~Class B ordinary share was converted automatically, on a one-for-one basis, into one (1) share ~~redemption~~of ~~price~~the ~~received~~Company’s byClass B ~~shareholders~~common ~~may~~stock, be(iii) each ~~less~~then issued and outstanding warrant of the Company (other than ~~$10.00~~any ~~per~~public warrants included in the Company’s units) was converted automatically into a warrant for the purchase of the Company’s common stock, pursuant to the warrant agreement of the Company, and (iv) each then issued and outstanding unit of the Company was cancelled and thereafter entitled the holder thereof to one (1) share of the Company’s common stock and one (1) warrant for the purchase of the Company’s common stock, in each case without any action on the part of the Company, Merger Sub, Private Hadron or any holder of securities of any of the foregoing.

The ~~Company’s~~Merger ~~placing of funds in trust may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors~~ and ~~service~~Consideration providers the Company engages and prospective target businesses the Company negotiates with execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of the Company’s public shareholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with the Company, they may seek recourse against the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of the Company’s public shareholders. If the Company is unable to complete a business combination and distribute the proceeds held in trust to the Company’s public shareholders, the Sponsor has agreed (subject to certain exceptions described in Exhibit 10.1 to this registration statement) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. However, it may not be able to meet such obligation. Therefore, the per-share distribution from the trust account may be less than $10.00, plus interest, due to such claims.

~~Examples~~Following the Domestication, at the Effective Time (as defined in the Business Combination Agreement), by virtue of ~~possible~~the ~~instances~~Merger, ~~where~~each weshare ~~may~~of ~~engage~~capital astock ~~third~~of ~~party~~Merger ~~that~~Sub ~~refuses~~issued toand ~~execute~~outstanding aimmediately ~~waiver~~prior ~~include~~to the ~~engagement~~effective time of athe ~~third-party consultant~~Merger ~~whose~~(the ~~particular~~“Effective ~~expertise~~Time”) orwas ~~skills~~automatically ~~are~~cancelled ~~believed~~and byextinguished ~~management~~and toconverted beinto one (1) share of common stock of the Company.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately prior to or at the Effective Time:

(a) each issued and outstanding share of common stock of Private Hadron (the “Target Common Stock”), except for (a) shares held by the Company or Merger Sub (or any subsidiaries of the Company), (b) shares held by Private Hadron as treasury stock, if any (each share covered in subclause (a) and (b), an “Excluded Share”), (c) shares held by stockholders who had properly exercised and not withdrawn appraisal rights under Delaware law (the “Dissenting Shares”), and (d) shares of the Target Common Stock issued pursuant to an award of restricted stock that was, as of immediately prior to the date of the Closing, subject to a substantial risk of forfeiture and was not transferable (the “Target Restricted Shares”), was cancelled and converted into the right to receive the Per Share Merger Consideration (as defined below), as set forth in the Business Combination Agreement;

(b) each Excluded Share was automatically cancelled and retired without any conversion thereof and ceased to exist, and no consideration was delivered in exchange therefor;

(c) each option to purchase shares of Target Common Stock (each, a “Target Option”) that was outstanding immediately prior to the Effective Time was automatically assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock (such option, an “Exchanged Option”), equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock subject to such Target Option immediately prior to the Effective Time and (y) the Exchange Ratio (as defined below), at an exercise price per share (rounded up to the nearest whole cent)

~~significantly~~equal ~~superior~~ to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the ~~future~~quotient ~~as a result~~ of, ~~or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against~~ (A) the ~~trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the~~ exercise ofprice a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per~~-share~~ ~~redemption amount received by public shareholders could be less than the $10.00 per public~~ share ~~initially held in the trust account, due to claims~~ of such ~~creditors.~~Target ~~Pursuant~~Option toimmediately ~~the~~prior ~~letter agreement the form of which is filed as an exhibit~~ to the ~~registration statement~~Effective ofTime ~~which~~divided ~~this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims~~ by ~~a third party for services rendered or products sold to us~~ (~~except for~~ B) the ~~Company’s~~Exchange ~~independent~~Ratio; ~~registered public accounting firm)~~provided, orthat ~~a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce~~ the ~~amount~~assumption ofand ~~funds~~adjustment ~~in the trust account to below the lesser~~ of ~~(i) $10.00 per public share and (ii)~~ the ~~actual~~unvested ~~amount~~Target ~~per~~Options ~~public~~was ~~share~~completed ~~held~~ in ~~the~~a ~~trust~~manner ~~account~~that assatisfies of the ~~date~~requirements of ~~the~~Section 409A ~~liquidation~~ of the ~~trust account, if less than $10~~U.00S. ~~per~~Internal ~~public~~Revenue ~~share~~Code ~~due to reductions in the value~~ of ~~the trust assets~~1986, ~~less~~as ~~taxes~~amended ~~payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to~~ (the ~~monies held in the trust account (whether or not such waiver is enforceable~~“Code”) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and ~~we believe that our sponsor’s only assets are securities of our company. Therefore~~, ~~we cannot~~with ~~assure~~respect ~~you that our sponsor would be able~~ to ~~satisfy those obligations. As a result, if~~ any ~~such~~Target ~~claims~~Option ~~were~~intended ~~successfully~~to ~~made against the trust account, the funds available for our initial business combination and redemptions could~~ be ~~reduced~~ toan ~~less~~“incentive ~~than~~stock ~~$10.00 per public share. In such event~~option,” weCode ~~may~~Section 424(a) ~~not be able to complete our initial business combination,~~ and ~~you~~the ~~would~~applicable ~~receive~~regulations ~~such~~promulgated ~~lesser~~thereunder; amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~The~~(d) ~~grant~~each award of ~~registration~~the ~~rights~~Target toRestricted ~~our~~Shares ~~initial~~(a ~~shareholders~~“Target ~~and~~Restricted ~~non-managing~~Share ~~investors~~Award”) ~~may~~that ~~make~~was itoutstanding ~~more~~immediately ~~difficult~~ prior to ~~complete~~the ~~our~~Effective ~~initial~~Time ~~business~~was ~~combination,~~automatically ~~and~~assumed by the ~~future~~Company ~~exercise~~such that each Target Restricted Share Award was converted into an award for a number of restricted shares of the Company’s common stock (such ~~rights~~award, ~~may~~an ~~adversely~~“Exchanged ~~affect~~RSA”), equal to the ~~market~~product ~~price~~(rounded down to the nearest whole number) of ~~our~~(x) the ~~public~~number of shares. of Target Restricted Shares and (y) the Exchange Ratio (as defined below);

~~Pursuant~~(e) toeach ~~agreements to be entered into on the date~~ of ~~this~~Private ~~prospectus,~~Hadron’s ~~our~~SAFEs ~~initial~~that ~~shareholders, non-managing~~was ~~investors~~outstanding ~~and~~immediately ~~their~~prior ~~respective~~to ~~permitted~~the ~~transferees,~~Effective ~~can~~Time ~~demand~~automatically ~~that~~converted weinto ~~register~~a ~~for~~number ~~resale an aggregate~~ of ~~17,000,000 founder~~ shares ~~(assuming the exercise in full~~ of ~~the~~Target ~~over-allotment~~Common ~~option by~~Stock ~~the~~determined ~~underwriter), 2,166,670 private placement shares, 3,719,000 private placement warrants (assuming exercise~~ in ~~full~~accordance ofwith the ~~over-allotment~~terms ~~by the underwriter) and underlying securities and securities issued upon conversion~~ of ~~working~~such ~~capital loans~~SAFE, ifwith ~~any. We will bear the cost of registering these securities. The registration and availability of~~ such ~~a significant number of securities for trading in the public market may have an adverse effect on the market price of our public~~ shares~~. In~~ ~~addition,~~treated ~~the~~as ~~existence~~Target ofCommon ~~the~~Stock ~~registration~~and ~~rights~~receiving ~~may make our initial business combination more costly or difficult to conclude. This is because~~ the ~~shareholders~~consideration ofdescribed ~~the~~above ~~target business may increase the equity stake they seek in the combined entity or ask~~ for ~~more~~Target ~~cash~~Common ~~consideration~~Stock toat ~~offset~~ the ~~negative~~Effective ~~impact~~Time; ~~on the market price of our public shares that is expected when the securities owned by our initial shareholders or their respective permitted transferees, are registered.~~

~~Because~~(f) weeach ~~are~~share ~~not~~of ~~limited~~the toCompany’s ~~any~~Class B ~~particular~~common ~~business~~stock orthat ~~specific~~was ~~geographic~~outstanding ~~location~~immediately orprior ~~any~~to ~~specific~~the ~~target~~Effective ~~businesses~~Time ~~with~~was, ~~which~~by tovirtue ~~pursue~~of ~~our~~the ~~initial business~~Merger ~~combination,~~and ~~you~~the ~~will~~applicable beprovisions ~~unable~~of tothe ~~ascertain~~amended ~~the~~and ~~merits~~restated orcertificate ~~risks~~of incorporation of ~~any~~the ~~particular~~Company, ~~target~~automatically ~~business~~cancelled and extinguished and converted into one (1) share of the Company’s ~~operations.~~common stock; and

~~Although we~~(g) ~~intend~~the toCompany ~~focus~~redeemed on the ~~TMT,~~public ~~AI/ML,~~shares ~~cybersecurity,~~properly ~~MedTech,~~tendered ~~semiconductor~~for ~~and~~redemption ~~sustainable~~in ~~businesses,~~connection wewith ~~may~~the ~~pursue~~Business ~~acquisition~~Combination ~~opportunities~~pursuant into ~~any~~its ~~geographic~~certificate ~~region~~of ~~and~~incorporation in(the ~~any~~“Redemption”). ~~business industry or~~

Pursuant to the Business Combination Agreement, the consideration paid in the Merger in respect of each share of Target Common Stock that was issued and outstanding immediately prior to the Effective Time was the Per Share Merger Consideration, which is a number of shares of the Company’s common stock equal to the Exchange Ratio. The “Exchange Ratio” means the quotient of: (a) the Aggregate Merger Consideration (as such term is defined below); divided by (b) the Target Fully Diluted Capital (as such term is defined below). The “Aggregate Merger Consideration” means the number of shares of the Company’s common stock equal to the difference of: (a) the Aggregate Company Common Stock (as defined below); minus (b) 13,333,333 shares of the Company’s common stock; provided, however, that if Private Hadron had any indebtedness outstanding as of the closing of the Merger, the Aggregate Merger Consideration would be further reduced by a number of shares of the Company’s common stock equal to the amount of such indebtedness divided by $10.59 (the “Per Share Price”) (rounded down to the nearest whole share). The “Aggregate Company Common Stock” means the number of shares of the Company’s common stock equal to the quotient of: (a) $776,599,997; divided by (b) the Per Share Price. The “Target Fully Diluted Capital” means the sum (without duplication) of the aggregate number of (a) shares of Target Common Stock (other than Target Restricted Shares) that were issued and outstanding immediately prior to the Effective Time assuming and after giving effect to the amendment and conversion of all SAFEs, (b) Target Restricted Shares that were issued and outstanding immediately prior to the Effective Time, and (c) all shares of Target Common Stock issuable upon full exercise of all Target Options outstanding as of immediately prior to the Effective Time (calculated using the treasury method of accounting on a cashless exercise basis).

The Sponsor Share Conversion

At the Effective Time, each share of the Company’s Class B common stock then issued and outstanding was automatically cancelled and extinguished and converted into one (1) share of the Company’s common stock.

The Redemption

The Company provided an opportunity to the holders of its public shares for the Redemption. The Company carried out the Redemption at the Effective Time in accordance with its certificate of incorporation.

~~sector.~~The ~~Except~~Closing for the limitations that a target business has a fair market value of at least 80% of the value of the trust account (less any taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all of the significant risk factors or we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. An investment in our units may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition target.

The ~~requirement~~Closing ~~that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80%~~ of the ~~balance~~Merger ofoccurred ~~the funds in the trust account (less any taxes payable~~ on ~~interest~~May 22, ~~earned)~~2026, atfollowing the ~~time~~satisfaction of the ~~execution~~conditions ofset aforth ~~definitive agreement~~in ~~for our initial business combination may limit~~ the ~~type~~Business ~~and~~Combination ~~number of companies with which we may complete such a business combination~~Agreement.

~~Pursuant~~Effective toimmediately ~~the~~following ~~Nasdaq listing rules,~~ the ~~target~~consummation ~~business or businesses that we acquire must collectively have a fair market value equal to at least 80%~~ of the ~~balance~~Business ofCombination, the ~~funds~~Company inwas ~~the~~renamed ~~trust~~“Hadron account (less any taxes payable on interest earned) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies with which we may complete an initial business combination. If we are unable to locate a target business or businesses that satisfy this fair market value testEnergy, ~~we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account~~Inc.”

WeAccounting ~~may~~Treatment ~~seek acquisition opportunities outside the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industry, which may be outside of our management’s areas of expertise.~~

WeThe ~~will~~Business ~~consider~~Combination a business combination outside the TMT, AI/ML, cybersecurity, MedTech, semiconductor and sustainable industries, which may be outside of our management’s areas of expertise, if a business combination candidate is ~~presented~~accounted ~~to us and we determine that such candidate offers an attractive acquisition opportunity~~ for ~~our~~as ~~company.~~a ~~Although~~reverse ~~our~~recapitalization ~~management will endeavor to evaluate the risks inherent~~ in ~~any~~accordance ~~particular~~with ~~business combination target, we may not adequately ascertain or assess all of the significant risk factors~~GAAP. WeUnder ~~also cannot assure you that an investment in our Class A ordinary shares will not ultimately prove to be less favorable to investors in~~ this ~~offering~~method ~~than~~of ~~a direct investment~~accounting, ifalthough ~~an opportunity were available, in a business combination target. In~~ the ~~event~~Company weacquired ~~elect~~all ~~to pursue an acquisition outside~~ of the ~~areas~~outstanding ofequity ~~our~~interests ~~management’s~~of ~~expertise,~~Private ~~our~~Hadron ~~management’s~~in ~~expertise~~the ~~may~~Business ~~not be directly applicable to its evaluation or operation~~Combination, ~~and~~ the ~~information contained~~Company inis ~~this~~treated ~~prospectus~~as ~~regarding~~ the ~~areas~~“acquired” ofcompany ~~our~~and ~~management’s~~Private ~~expertise~~Hadron ~~would~~is ~~not~~treated beas ~~relevant to an understanding of~~ the ~~business~~accounting ~~that~~acquirer wefor ~~elect~~financial tostatement ~~acquire.~~reporting ~~As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition~~purposes. Accordingly, ~~any~~the ~~shareholder~~Business ~~who~~Combination ~~chooses~~is totreated ~~remain~~as ~~a shareholder following our initial business combination could suffer a reduction in~~ the ~~value~~equivalent of ~~their~~Private ~~securities.~~Hadron ~~Such~~issuing ~~shareholders are~~stock ~~unlikely to have a remedy~~ for ~~such reduction in value unless they are able to successfully claim that~~ the ~~reduction~~net ~~was~~assets ~~due~~of to the ~~breach~~Company, accompanied by ~~our~~a ~~officers~~recapitalization. orThe ~~directors~~net ofassets ~~a duty~~ of ~~care~~the orCompany ~~other~~are ~~fiduciary~~stated ~~duty~~at ~~owed~~historical ~~to them~~cost, orwith ifno ~~they~~goodwill ~~are able to successfully bring a private claim under securities laws that the proxy solicitation~~ or ~~tender~~other ~~offer~~intangible ~~materials,~~assets asrecorded. ~~applicable,~~Operations ~~relating~~prior to the ~~business~~Business ~~combination~~Combination ~~contained~~are anthose ~~actionable~~of ~~material~~Private ~~misstatement or material omission~~Hadron.

Private Hadron has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

The shareholders of Private Hadron have the greatest voting interest in the Post-Combination Company;

•

The shareholders of Private Hadron have the ability to control decisions regarding election and removal of directors and officers of the Post-Combination Company;

•

Private Hadron will comprise the ongoing operations of the Post-Combination Company;

•

Private Hadron’s existing senior management became the senior management of the Post-Combination Company;

•

Private Hadron’s headquarters became the Post-Combination Company’s headquarters; and

•

The Post-Combination Company assumed the name Hadron Energy, Inc.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination and are factually supportable. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Post-Combination Company will experience. The Company and Private Hadron have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

~~Although~~PRO weFORMA ~~identified~~CONDENSED ~~general~~COMBINED ~~criteria~~BALANCE ~~and~~SHEET ~~guidelines~~AS ~~that~~OF ~~we believe are important in evaluating prospective target businesses~~MARCH 31, we2026 may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we consummate our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce our initial business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law or the Nasdaq rules, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive $10.00 per share (~~whether or not the underwriter’s over- allotment option is exercised in full~~unaudited) ~~or potentially less than $10.00 per share on our redemption, and our warrants will expire worthless.~~

We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.


	GigCapital7 Corp.		Hadron Energy, Inc.			Pro Forma Adjustments			Pro Forma Balance Sheet
ASSETS
Current assets
Cash	$	54,692	$	2,129,451	(A)	$	33,911,059		$	23,726,633
					(A)		(5,851,464	)
					(B)		(6,517,105	)
Prepaid expenses and other current assets		154,351		81,134			—			235,485
Total current assets		209,043		2,210,585			21,542,490			23,962,118
Cash and marketable securities held in Trust Account		213,506,528		—	(A)		(213,506,528	)		—
Property and equipment, net		—		35,419			—			35,419
Operating lease right-of-use assets		—		60,611			—			60,611
Deferred transaction costs		—		2,290,926	(B)		(2,290,926	)		—
TOTAL ASSETS	$	213,715,571	$	4,597,541		$	(194,254,964	)	$	24,058,148
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	333,683	$	1,832,384	(B)	$	(1,475,192	)	$	357,194
					(B)		(333,683	)
Related party payable		138,514		—						138,514
Accrued legal services		2,649,839		—	(B)		(2,649,839	)		—
Accrued liabilities		638,453		11,908,228	(B)		—			252,866
					(B)		(638,453	)
					(H)		(11,655,362	)
Operating lease liabilities, current portion		—		20,946			—			20,946
Total current liabilities		3,760,489		13,761,558			(16,752,528	)		769,518
Operating lease liabilities, net of current portion		—		10,023			—			10,023
Simple Agreements for Future Equity (SAFEs)		—		34,524,160	(C)		(34,524,160	)		—
Warrant liability		1,182,642		—						1,182,642
Total liabilities		4,943,131		48,295,741			(51,276,689	)		1,962,183
Class A ordinary shares subject to possible redemption		213,406,528		—	(D)		(213,406,528	)		—
Shareholders’ equity (deficit)
Preferred shares, par value of $0.0001 per share							—			—
Common stock, $0.0001 par value				255	(E)		(255	)		—
Class A ordinary shares, par value of $0.0001 per share							—			—
Class B ordinary shares, par value of $0.0001 per share		1,333			(E)		(1,333	)		—
Post-Combination Company common stock					(D)		2,000			10,738
					(E)		1,588			—
					(F)		7,150			—

To the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining executive officers and directors. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently, an independent source may not confirm that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Our Board of Directors will have significant discretion in choosing the standard used to establish the fair market value of the target acquisition. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

We may issue additional shares of ordinary or preference shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination, which would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association will authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value

$0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 175,000,000 and 3,000,000 (assuming that the underwriter has not exercised its over-allotment option and 2,500,000 founder shares have been forfeited, as further described in this prospectus) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and articles of association. Immediately after this offering, there will be no preference shares issued and outstanding.


	GigCapital7 Corp.			Hadron Energy, Inc.				Pro Forma Adjustments			Pro Forma Balance Sheet
Additional paid-in capital					15,302,584		(B)		(2,488,193	)		81,086,266
							(C)		34,524,160
							(D)		33,809,059
							(F)		(7,150	)
							(G)		(5,858,092	)
							(A)		(5,851,464	)
							(H)		11,655,362
Accumulated deficit		(4,635,421	)		(59,001,039	)	(B)		(1,222,671	)		(59,001,039	)
							(G)		5,858,092
Total shareholders’ equity (deficit)		(4,634,088	)		(43,698,200	)			70,428,252			22,095,965
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	213,715,571		$	4,597,541			$	(194,254,964	)	$	24,058,148

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Filing Compare · Hadron Energy, Inc.