HDRN on Nasdaq
Hadron Energy, Inc.
American electric services company, incorporated in Delaware1
In its 2026 annual report the company says: “We are a blank check company incorporated on May 8, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.”4 It is headquartered in San Francisco, California.1 Its shares trade on Nasdaq under the symbol HDRN.1
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Last updated Oct 21, 2026.
Overview
- TickerHDRN on Nasdaq1
- IndustryElectric Services1
- HeadquartersSan Francisco, California1
- Incorporated inDE3
- Business address1160 Battery St., Ste 100, Unit 1096, San Francisco, Ca 941113
- Filer category, Emerging growth company3
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We are a blank check company incorporated on May 8, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. GigCapital7 has neither engaged in any operations other than in connection with the transactions contemplated by the Business Combination Agreement (such transactions, the “Transactions”) nor generated any operating revenues to date.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Revenues | $0 |
| General and administrative expenses | $3.3M |
| Loss from operations | -$3.3M |
| Change in fair value of warrants | -$1.3M |
| Interest income | $710 |
| Interest and dividend income on marketable securities held in Trust Account | $8.4M |
| Income before provision for income taxes | $3.8M |
| Provision for income taxes | $0 |
| Net income and comprehensive income | $3.8M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-04-30 |
|---|---|---|---|
| Cash | $89.4K | $1.3M | |
| Prepaid expenses and other current assets | $151.3K | $207.7K | |
| Total current assets | $240.7K | $1.6M | |
| Cash and marketable securities held in Trust Account | $211.6M | $203.2M | |
| Other assets | $0 | $86.0K | |
| TOTAL ASSETS | $211.9M | $204.8M | |
| Accounts payable | $170.8K | $25.4K | |
| Related party payable | $4.1K | $34.0K | |
| Accrued legal services | $1.8M | $0 | |
| Accrued liabilities | $123.5K | $114.0K | |
| Total current liabilities | $2.1M | $173.5K | |
| Warrant liability | $1.5M | $241.7K | |
| Total liabilities | $3.6M | $415.2K | |
| Retained earnings (accumulated deficit) | -$3.3M | $1.3M | |
| Total shareholders' equity (deficit) | -$3.3M | $1.3M | $0 |
| TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) | $211.9M | $204.8M | |
| Preferred shares, par value | $0.00 | $0.00 | |
| Preferred shares, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred shares, shares issued | 0 shares | 0 shares | |
| Preferred shares, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-04-30 |
|---|---|---|---|
| Cash | $89.4K | $1.3M | |
| Prepaid expenses and other current assets | $151.3K | $207.7K | |
| Total current assets | $240.7K | $1.6M | |
| Cash and marketable securities held in Trust Account | $211.6M | $203.2M | |
| Other assets | $0 | $86.0K | |
| TOTAL ASSETS | $211.9M | $204.8M | |
| Accounts payable | $170.8K | $25.4K | |
| Related party payable | $4.1K | $34.0K | |
| Accrued legal services | $1.8M | $0 | |
| Accrued liabilities | $123.5K | $114.0K | |
| Total current liabilities | $2.1M | $173.5K | |
| Warrant liability | $1.5M | $241.7K | |
| Total liabilities | $3.6M | $415.2K | |
| Retained earnings (accumulated deficit) | -$3.3M | $1.3M | |
| Total shareholders' equity (deficit) | -$3.3M | $1.3M | $0 |
| TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) | $211.9M | $204.8M | |
| Preferred shares, par value | $0.00 | $0.00 | |
| Preferred shares, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred shares, shares issued | 0 shares | 0 shares | |
| Preferred shares, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net income | $3.8M |
| Change in fair value of warrant liability | $1.3M |
| Interest and dividends earned on cash and marketable securities held in Trust Account | -$8.4M |
| Prepaid expenses and other current assets | $56.3K |
| Accounts payable | $145.3K |
| Related party payable | -$30.0K |
| Accrued legal services | $1.8M |
| Accrued liabilities | $84.5K |
| Other assets | $86.0K |
| Net cash used in operating activities | -$1.2M |
| Investment of cash in Trust Account | $0 |
| Net cash used in investing activities | $0 |
| Proceeds from sale of public units, net of underwriting discount paid | $0 |
| Proceeds from the sale of private placement warrants to Founder | $0 |
| Payment of offering costs | -$75.0K |
| Net cash provided by (used in) financing activities | -$75.0K |
| Net increase (decrease) in cash | -$1.3M |
| Offering costs included in accounts payable, related party payable and accrued liabilities | $0 |
| Accretion of Class A ordinary shares to redemption value | $8.4M |
No quarter-by-quarter statement was filed.
Corporate structure
Hadron Energy, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Hadron Energy, Inc.
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 14, 2026 (4 filings since Sep 9, 2024)
- ARISTEIA CAPITAL, L.L.C. Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 14, 2026 (3 filings since Nov 14, 2024)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 14, 2026 (2 filings since Feb 17, 2026)
- METEORA CAPITAL, LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 14, 2026 (4 filings since Nov 14, 2024)
- TENOR CAPITAL MANAGEMENT Co., L.P. Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 14, 2026 (3 filings since Oct 3, 2025)
- Mizuho Financial Group Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 13, 2026 (2 filings since May 14, 2026)
- TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 12, 2026 (2 filings since May 15, 2026)
- W. R. Berkley Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Aug 6, 2026 (2 filings since May 7, 2026)
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest May 14, 2026 (2 filings since Feb 13, 2026)
- Goldman Sachs Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest May 8, 2026 (2 filings since Feb 12, 2025)
- Lighthouse Investment Partners, LLC Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Feb 17, 2026 (3 filings since Nov 13, 2024)
- Barclays Filed SCHEDULE 13G/A on Hadron Energy, Inc., latest Feb 13, 2026 (3 filings since Feb 14, 2025)
- Hadron Energy, Inc. San Francisco, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Hadron Energy, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
We currently maintain our corporate offices at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303. The cost for this space is included in the $30,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services. We believe, based on fees for similar services in the San Francisco Bay Area, that the fee charged by our Sponsor is at least as favorable as we could have obtained from an unaffiliated party. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.
Item 2 of the 10-K filed Mar 6, 2026.4
Leadership
Who has led Hadron Energy, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerSamuel Gibson Jun 5, 2026 to now8
- Chief financial officerRahul Shukla Jun 5, 2026 to now9
- Chief financial officerChristine M. Marshall Aug 28, 2024 to Jun 5, 202610
- Chief operating officerKenneth Canavan Jr. Jun 5, 2026 to now11
Board members and other officers (9)
- Chief Nuclear OfficerRoss T. Ridenoure Jun 5, 2026 to now12
- Board memberRalph L. Hunter Jr. Jun 5, 2026 to now13
- Board memberSamuel Gibson Jun 5, 2026 to now8
- Board memberBryan Timm Aug 13, 2026 to now14
- Board memberRaluca Dinu Aug 28, 2024 to now15
- Board memberAdrian Zuckerman Aug 30, 2024 to now16
- Board memberDarius M. Moshfeghi Aug 30, 2024 to now17
- Board memberKaren M. Rogge Aug 30, 2024 to now18
- Board memberRaanan Horowitz Aug 30, 2024 to now19
Former names
- GigCapital7 Corp.Jun 7, 2024 to May 22, 20263
Timeline
- Sep 8, 20268-K Executive or director change20
- Aug 12, 20268-K Regulation FD disclosure21
- Aug 10, 20268-K Executive or director change22
- Jun 18, 20268-K Other events23
- Jun 12, 20268-K Executive or director change24
- Jun 5, 2026New chief executive Samuel Gibson becomes CEO8
- Jun 5, 20268-K Executive or director change25
- Jun 1, 20268-K Completed an acquisition or sale; Change to shareholders' rights; Change of auditor26
- May 28, 20268-K Entered a material agreement; Other events27
- May 11, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed28
- May 8, 20268-K Shareholder vote; Other events29
- May 7, 20268-K Entered a material agreement; Other events30
- May 1, 20268-K Entered a material agreement; Regulation FD disclosure; Other events31
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.01) a share, on Nov 14, 2025.32
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
177 filings to the SEC since October 2021: 3 annual reports, 6 quarterly reports, 23 major events, 38 insider forms, 46 large holders, 61 other. The latest 20:
- Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Sep 10, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Sep 10, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Sep 8, 2026424B3 EDGAR
- Sep 8, 20268-K EDGAR
- Sep 4, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Sep 4, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Sep 4, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026424B3 EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 13, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Aug 13, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
The 177 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 4 filings Sep 9, 2024 to Aug 14, 202633
- ARISTEIA CAPITAL, L.L.C.SCHEDULE 13G/A, 3 filings Nov 14, 2024 to Aug 14, 202634
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Feb 17, 2026 to Aug 14, 202635
- METEORA CAPITAL, LLCSCHEDULE 13G/A, 4 filings Nov 14, 2024 to Aug 14, 202636
- TENOR CAPITAL MANAGEMENT Co., L.P.SCHEDULE 13G/A, 3 filings Oct 3, 2025 to Aug 14, 202637
- Mizuho Financial GroupSCHEDULE 13G/A, 2 filings May 14, 2026 to Aug 13, 202638
- TD SECURITIES (USA) LLCSCHEDULE 13G/A, 2 filings May 15, 2026 to Aug 12, 202639
- W. R. BerkleySCHEDULE 13G/A, 2 filings May 7, 2026 to Aug 6, 202640
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 2 filings Feb 13, 2026 to May 14, 202641
- Goldman SachsSCHEDULE 13G/A, 2 filings Feb 12, 2025 to May 8, 202642
- Lighthouse Investment Partners, LLCSCHEDULE 13G/A, 3 filings Nov 13, 2024 to Feb 17, 202643
- BarclaysSCHEDULE 13G/A, 3 filings Feb 14, 2025 to Feb 13, 202644
- Yakira Capital Management, Inc.SCHEDULE 13G/A, 4 filings Sep 4, 2024 to Jan 14, 202645
- Kepos Capital LPSCHEDULE 13G/A, 3 filings Nov 6, 2024 to Nov 13, 202546
- RichRich Capital LLCSCHEDULE 13G/A, 2 filings Oct 16, 2025 to Nov 13, 202547
- Karpus Management, Inc.SCHEDULE 13G/A, 2 filings Feb 14, 2025 to Nov 7, 202548
- Westchester Capital Management, LLCSCHEDULE 13G, 1 filing May 14, 202549
- YA II PN, Ltd.SC 13G/A, 2 filings Sep 6, 202450
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Aristeia Capital, L.l.c. | 2,853,906 | $5.8M | 0.2% | New |
| Yakira Capital Management, Inc. | 796,218 | $1.6M | 0.5% | New |
| Yorkville Advisors Global, LP | 407,608 | $827.4K | 1.0% | New |
| Cable Car Capital, LP | 400,000 | $812.0K | 0.0% | New |
| Centiva Capital, LP | 282,609 | $573.7K | 0.0% | New |
| Harraden Circle Investments, LLC | 282,609 | $573.7K | 0.1% | New |
| Meteora Capital, LLC | 189,000 | $383.7K | 0.0% | New |
| L1 Global Manager Pty Ltd | 141,304 | $286.8K | 0.2% | New |
| Periscope Capital Inc. | 141,304 | $241.6K | 0.0% | New |
| Ionic Capital Management LLC | 105,896 | $215.0K | 0.2% | New |
| Boothbay Fund Management, LLC | 86,934 | $176.5K | 0.0% | New |
| Jpmorgan Chase & Co | 54,680 | $103.9K | 0.0% | New |
| Valeo Financial Advisors, LLC | 30,000 | $60.9K | 0.0% | New |
| Geode Capital Management, LLC | 29,190 | $59.3K | 0.0% | New |
| UBS Group AG | 24,377 | $49.5K | 0.0% | New |
| SummitTX Capital, L.P. | 22,000 | $44.7K | 0.0% | New |
| Lineage Point Capital LP | 13,264 | $26.9K | 0.0% | New |
| Haverford Trust Co | 10,000 | $20.3K | 0.0% | New |
| Wells Fargo & Company/mn | 100 | $203 | 0.0% | New |
| Morgan Stanley | 46 | $93 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Hadron Energy, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARHadron Energy, Inc.1
- CIK0002023730
- Employer ID (EIN)86-17289204
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)4911 Electric Services1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address1160 Battery St., Ste 100, Unit 1096, San Francisco, CA 941111
- Phone650-395-00501
- Shares outstanding20,000,000 Common Class A shares; 13,333,333 Common Class B shares as of Mar 5, 20264
- Public float$207.6M as of Jun 30, 20254
- AuditorBPM LLP, San Jose, California PCAOB ID 207; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJun 7, 20241
- Filings177 in all: 425 (27), SCHEDULE 13G/A (24), 8-K (23), 4 (20), 3 (16), SCHEDULE 13G (13), 10-Q (6), SC 13G (6)1
All 26 form types
424B3 (5), CORRESP (5), S-1/A (5), S-4/A (4), EFFECT (3), SC 13G/A (3), UPLOAD (3), 10-K (2), 3/A (2), S-1 (2), 10-K/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEL AM (1), S-4 (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 6, 2026
Quarterly report (10-Q) Aug 12, 2026
Latest 8-K (8-K) Sep 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value and one redeemable warrant | GIGGU | The Nasdaq Stock Market LLC |
| Class A ordinary share, 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 |
From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Hadron Energy, Inc. names in Item 1A of its 10-K filed Mar 6, 2026: 76 risks under these headings, as written.4
- Risks Related to GigCapital7 and the Business Combination
- Our directors and officers, our Sponsor and each of their affiliates have interests in the Business Combination and the proposals to be voted on by our shareholders in connection with the approval of the Business Combination that are different from, or in addition to and/or in conflict with, those of our shareholders generally.
- The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our public shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your public shares.
- Our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates may elect to purchase public shares or public warrants, which may influence a vote on the Business Combination and reduce the public “float” of the public shares or public warrants.
- Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Domesticated GigCapital7.
- We cannot assure you that our diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Hadron Energy’s business, including any material omissions or misstatements contained in our filings with the SEC relating to the Business Combination, than an investor in an underwritten initial public offering.
- We (or Domesticated GigCapital7) will not have any right to make damage claims against Hadron Energy for the breach of any representation, warranty or covenant made by Hadron Energy in the Business Combination Agreement.
- Our shareholders will experience dilution due to the issuance of shares of Domesticated Purchaser Common Stock and securities convertible into the shares of Domesticated Purchaser Common Stock to the Hadron Energy stockholders as consideration in the Business Combination.
- Subsequent to the consummation of the Business Combination, Domesticated GigCapital7 may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Domesticated GigCapital7’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
- There can be no assurance that the Domesticated Purchaser Common Stock and Domesticated GigCapital7 warrants issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.
- There is substantial doubt about our ability to continue as a going concern.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.64321 per share, which is the estimated redemption price as of March 1, 2026.
The other 65 risks
- Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
- If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- If, after we distribute the proceeds in the Trust Account to our Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members our Board and us to claims of punitive damages.
- The SEC has issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we may determine to undertake in connection with such rules may increase our costs and the time needed to complete the Business Combination or any other initial business combination and may constrain the circumstances under which we could complete the Business Combination, or any other initial business combination.
- There is a risk that the 1% U.S. federal excise tax may be imposed on us in connection with redemptions of public shares.
- 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 the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.
- We may not be able to complete the Business Combination, or another initial business combination, since such initial business combination may be subject to regulatory review and approval requirements, or may be ultimately prohibited.
- Our Letter Agreement with our Sponsor and our officers and directors may be amended without shareholder approval.
- If you or a “group” of shareholders are deemed to hold in excess of 15% of the public shares, you may lose the ability to redeem all such shares in excess of 15% of our public shares.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.
- A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.
- The net cash available to Domesticated GigCapital7 from the Trust Account in respect of each public share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the shares of Domesticated Purchaser Common Stock to be issued to the Hadron Energy securities holders.
- If a Public Shareholder fails to receive notice of our offer to redeem the public shares in connection with the Business Combination or fails to comply with the procedures for submitting or tendering its public shares, such public shares may not be redeemed.
- If we are unable to consummate the Business Combination or another initial business combination by the date required in the Cayman Constitutional Documents, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.
- The consummation of the Business Combination is subject to multiple closing conditions, including minimum cash requirements and market-based conditions, any of which may make it more difficult for us to complete the Business Combination as contemplated and may result in the Business Combination not being consummated, which could adversely impact the value of our ordinary shares.
- The exercise of our management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the our shareholders’ best interest.
- We are an emerging growth company (“EGC”) within the meaning of the Securities Act and a smaller reporting company within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- We may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.
- Our shareholders may be held liable for claims by third parties against us upon redemption of their shares to the extent of distributions received by them.
- The terms of our warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants.
- The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes.
- A provision of the Warrant Agreement may make it more difficult for us to consummate the Business Combination.
- Changes in international trade policies, tariffs and treaties may have a material adverse effect on our search for an initial business combination target, our ability to complete an initial business combination, and/or our business, financial condition and results of operations following completion of an initial business combination.
- Risks Related to the Domestication and the Business Combination
- The Domestication may result in adverse tax consequences for holders of our Class A ordinary shares and our warrants.
- Risks Related to Hadron Energy’s Business and Industry
- We 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.
- Our cost estimates are highly sensitive to broader economic factors, and our ability to control or manage our costs may be limited.
- If we fail to manage our growth effectively, we may be unable to execute our business plan, and our business, results of operations, and financial condition could be harmed.
- There is substantial doubt about our ability to continue as a going concern, and we may require additional future funding whether or not the Transactions are completed.
- 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.
- We have not yet commercialized or sold the Hadron Halo or any other MMRs, and there is no guarantee that we will be able to do so.
- 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.
- 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.
- 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.
- 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.
- Technological changes could render our technology and products uncompetitive or obsolete, which could prevent us from achieving market share and sales.
- 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 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.
- We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.
- 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.
- Unsatisfactory safety performance or security incidents at our facilities — or any nuclear facility around the world — could have a material adverse effect on our business, financial condition and results of operations.
- 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 involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence.
- Unresolved spent nuclear fuel storage and disposal issues and associated costs could have a significant negative impact on Hadron Energy’s business operations if potential customers view the risks associated with these issues and costs as unacceptably high.
- Our supply base may not be able to scale to the production levels necessary to meet sales projections.
- Our current and future business operations, including our ability to successfully commercialize the Hadron Halo, rely and will continue to rely heavily on securing agreements with suppliers for essential materials and components which will be used to manufacture and assemble our reactors.
- 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 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 business plan requires us to attract and retain qualified personnel including personnel with highly technical expertise. Our failure to successfully recruit and retain experienced and qualified personnel could have a material adverse effect on our business.
- Some of our management team has limited experience in operating a company, including a public company.
- 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 rely heavily on our intellectual property portfolio. Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed.
- We will enjoy only limited geographical protection with respect to certain patents, and may not be able to protect our intellectual property rights throughout the world.
- 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.
- We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our MMRs.
- We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.
- A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, could adversely impact our business operations and our financial results.
- Risks Related to Compliance with Law, Government Regulation, Litigation and Tax Matters
- 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.
- 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.
- 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.
- Our business may be positively or negatively impacted by changes to applicable policies, priorities, regulations, and mandates of multiple governmental entities.
- Our operations and business plans could be significantly impacted by changes in U.S. political support and federal, state, and local government policies and priorities.
- Changes in governmental agency budgets as well as staffing shortages at national laboratories and other governmental agencies may lengthen our estimated timelines for regulatory approval and construction.
Sources
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- 13SEC EDGARRalph L. Hunter Jr., Board member
- 14SEC EDGARBryan Timm, Board member
- 15SEC EDGARRaluca Dinu, Board member
- 16SEC EDGARAdrian Zuckerman, Board member
- 17SEC EDGARDarius M. Moshfeghi, Board member
- 18SEC EDGARKaren M. Rogge, Board member
- 19SEC EDGARRaanan Horowitz, Board member
- 20SEC EDGARExecutive or director change
- 21SEC EDGARRegulation FD disclosure
- 22SEC EDGARExecutive or director change
- 23SEC EDGAROther events
- 24SEC EDGARExecutive or director change
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- 29SEC EDGARShareholder vote; Other events
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