GigCapital7 Corp. Files 8-K: Material Agreement, Financials

TL;DR

GigCapital7 Corp. filed an 8-K on 9/27/25 for a material agreement. Check financials.

AI Summary

On September 27, 2025, GigCapital7 Corp. entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosure and financial statements and exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates GigCapital7 Corp. has executed a significant agreement, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• GigCapital7 Corp. (company) — Registrant
• September 27, 2025 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation or organization
• 001-42262 (company_id) — Commission File Number
• 98-1790710 (company_id) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share GIG The Nasdaq Stock Mark
• $11.50 — ordinary share at an exercise price of $11.50 per share GIGGW The Nasdaq Stock Ma
• $0 — ne (1) share of common stock, par value $0.0001, of the Surviving Company. Subje
• $10.59 — amount of such indebtedness divided by $10.59 (the " Per Share Price ") (rounded down
• $1,200,200,000 — mon Stock equal to the quotient of: (a) $1,200,200,000; divided by (b) the Per Share Price. Th
• $5,000,001 — sticated GigCapital7 will have at least $5,000,001 of net tangible assets (as determined i
• $20,000,000 — nation Agreement) will not be less than $20,000,000; (viii) all actions have been taken to

Filing Documents

• d63557d8k.htm (8-K) — 107KB
• d63557dex21.htm (EX-2.1) — 846KB
• d63557dex101.htm (EX-10.1) — 57KB
• d63557dex102.htm (EX-10.2) — 51KB
• d63557dex991.htm (EX-99.1) — 31KB
• 0001193125-25-221780.txt ( ) — 1527KB
• giggw-20250927.xsd (EX-101.SCH) — 4KB
• giggw-20250927_def.xml (EX-101.DEF) — 15KB
• giggw-20250927_lab.xml (EX-101.LAB) — 25KB
• giggw-20250927_pre.xml (EX-101.PRE) — 16KB
• d63557d8k_htm.xml (XML) — 8KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 27, 2025 GigCapital7 Corp. (Exact name of Registrant as specified in its charter) Cayman Islands 001-42262 98-1790710 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 1731 Embarcadero Rd. , Suite 200 Palo Alto , CA 94303 (Address of principal executive offices) (650) 276-7040 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one redeemable warrant GIGGU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share GIG The Nasdaq Stock Market LLC Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share GIGGW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. On September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (which will transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing (as defined below)) (" GigCapital7 "), entered into a Business Combination Agreement (the " Business Combination Agreement "), dated as of September 27, 2025, by and among GigCapital7, MMR Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GigCapital7 (" Merger Sub "), and Hadron Energy, Inc., a Delaware corporation (the " Company "), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company (the " Merger "), with the Company continuing as the surviving company (the Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the " Surviving Company "). The transactions contemplated by the Business Combination Agreement are referred to herein as the " Transactions ." The Company, Merger Sub, and GigCapital7 are referred to herein individually as a " Party " and, collectively, as the " Parties ." The combined company's business will continue to operate through the Company. This Current Report on Form 8-K (this " Current Report ") provides a summary of the Business Combination Agreement and the other agreements entered into (and certain agreements to be entered into) in connection with the Transactions. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements or the forms of these agreements, as applicable, copies of which are filed as Exhibits 2.1 , 10.1 and 10.2 to this Current Report and are incorporated by reference into this Current Report. The Business Combination Agreement and the Transactions were approved by the board of directors of GigCapital7 and the board of directors of the Company. Business Combination Agreement The below description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties, and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contr

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