Hadron Energy, Inc.

EX-99.1 · d26249dex991.htm

EX-99.1
 7
 d26249dex991.htm
 EX-99.1

 Exhibit 99.1

 INDEX TO FINANCIAL STATEMENTS

 HADRON ENERGY, INC. FINANCIAL STATEMENTS

 Unaudited Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025

 F-2

 Unaudited Condensed Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025

 F-3

 Unaudited Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2026 and 2025

 F-4

 Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025

 F-5

 Notes to the Unaudited Financial Statements

 F-6

 1

 HADRON ENERGY, INC.

 CONDENSED BALANCE SHEETS

 (Unaudited)

 March 31,
 2026

 December 31,
 2025

 Assets

 Current assets:

 Cash

 $
 2,129,451

 $
 1,757,241

 Prepaid expenses and other current assets

 81,134

 333,403

 Total current assets

 2,210,585

 2,090,644

 Property and equipment, net

 35,419

 37,364

 Operating lease
 right-of-use assets, net

 60,611

 81,607

 Other assets

 — 

 6,006

 Deferred transaction costs

 2,290,926

 1,874,924

 Total assets

 $
 4,597,541

 $
 4,090,545

 Liabilities and Stockholders’ Deficit

 Current liabilities:

 Accounts payable

 $
 1,832,384

 $
 97,937

 Accrued expenses

 11,908,228

 17,383,394

 Operating lease liabilities, current portion

 20,946

 37,731

 Total current liabilities

 13,761,558

 17,519,062

 Operating lease liabilities

 10,023

 12,499

 Simple Agreements for Future Equity

 34,524,160

 46,358,393

 Total liabilities

 48,295,741

 63,889,954

 Commitments and contingencies (Note 10)

 Stockholders’ deficit:

 Common stock: $0.0001 par value; 2,000,000 shares authorized as of March 31, 2026 and
December 31, 2025; 924,167 and 921,354 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

 255

 255

 Additional paid-in capital

 15,302,584

 12,568,471

 Accumulated deficit

 (59,001,039
 )

 (72,368,135
 )

 Total stockholders’ deficit

 (43,698,200
 )

 (59,799,409
 )

 Total liabilities and stockholders’ deficit

 $
 4,597,541

 $
 4,090,545

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 2

 HADRON ENERGY, INC.

 CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 (Unaudited)

 Three months ended March 31,

 2026

 2025

 Operating expenses

 General and administrative, including related parties of $1,946 and $22,749, respectively (Note
9)

 $
 1,562,910

 $
 148,877

 Research and development, including related parties of $0 and $3,400, respectively (Note
9)

 442,807

 6,322

 Stock-based compensation

 2,734,113

 9,013

 Depreciation

 1,945

 178

 Change in fair value of legal settlement liability

 (4,689,638
 )

 — 

 Total operating expenses

 52,137

 164,390

 Loss from operations

 (52,137
 )

 (164,390
 )

 Other income (loss)

 Change in fair value of Simple Agreements for Future Equity

 13,419,233

 (55,961
 )

 Total other income (loss)

 13,419,233

 (55,961
 )

 Income (loss) before provision for income taxes

 13,367,096

 (220,351
 )

 Provision for income taxes

 — 

 — 

 Net income (loss) and comprehensive income (loss)

 $
 13,367,096

 $
 (220,351
 )

 Undistributed earnings allocated to participating securities

 (257,544
 )

 —

 Net income (loss) attributable to common shareholders

 $
 13,109,552

 $
 (220,351
 )

 Net income (loss) per share:

 Net income (loss) per share - Basic

 $
 14.23

 $
 (0.24
 )

 Weighted average shares outstanding - Basic

 921,519

 900,213

 Net loss per share - Diluted

 $
 (0.30
 )

 $
 (0.24
 )

 Weighted average shares outstanding - Diluted

 985,863

 900,213

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 3

 HADRON ENERGY, INC.

 CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 (Unaudited)

 Three months Ended March 31, 2026

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders’

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balances as of December 31, 2025

 921,354

 $
 255

 $
 12,568,471

 $
 (72,368,135
 )

 $
 (59,799,409
 )

 Net income

 — 

 — 

 — 

 13,367,096

 13,367,096

 Stock-based compensation

 — 

 — 

 2,734,113

 — 

 2,734,113

 Vesting of restricted shares

 2,813

 — 

 — 

 — 

 — 

 Balances as of March 31, 2026

 924,167

 $
 255

 $
 15,302,584

 $
 (59,001,039
 )

 $
 (43,698,200
 )

 Three months Ended March 31, 2025

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders’

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balances as of December 31, 2024

 900,104

 $
 250

 $
 2,755

 $
 (593,556
 )

 $
 (590,551
 )

 Net loss

 — 

 — 

 — 

 (220,351
 )

 (220,351
 )

 Stock based compensation

 — 

 — 

 9,013

 — 

 9,013

 Vesting of restricted shares

 313

 1

 (1
 )

 — 

 — 

 Balances as of March 31, 2025

 900,417

 $
 251

 $
 11,767

 $
 (813,907
 )

 $
 (801,889
 )

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 4

 HADRON ENERGY, INC.

 CONDENSED STATEMENTS OF CASH FLOWS

 (Unaudited)

 Three Months Ended
 March 31,

 2026

 2025

 Cash flows from operating activities

 Net income (loss)

 $
 13,367,096

 $
 (220,351
 )

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Depreciation

 1,945

 178

 Change in fair value of legal settlement liability

 (4,689,638
 )

 — 

 Noncash operating lease expense

 20,996

 3,350

 Change in fair value of Simple Agreements for Future Equity

 (13,419,233
 )

 55,961

 Stock-based compensation

 2,734,113

 9,013

 Changes in operating assets and liabilities:

 Prepaid expenses

 252,269

 (18,023
 )

 Due from stockholder

 — 

 (19,305
 )

 Operating lease
 right-of-use assets and liabilities

 (19,261
 )

 (42,935
 )

 Other assets

 6,006

 — 

 Accounts payable

 1,318,445

 — 

 Accrued expenses

 (785,528
 )

 21,501

 Net cash used in operating activities

 (1,212,790
 )

 (210,611
 )

 Cash flows from financing activities

 Proceeds from issuance of Simple Agreements for Future Equity

 1,585,000

 307,000

 Net cash provided by financing activities

 1,585,000

 307,000

 Net increase in cash

 372,210

 96,389

 Cash - beginning of period

 1,757,241

 17,276

 Cash - end of period

 $
 2,129,451

 $
 113,665

 Supplemental schedule of non-cash
transactions

 Right-of-use
assets obtained in exchange for lease liabilities

 $
 — 

 $
 68,914

 Deferred transaction costs included in accounts payable

 $
 416,002

 $
 — 

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 5

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 1.
 ORGANIZATION

 Hadron Energy, Inc. (“the Company”) was formed on July 8, 2024 as Hadron Energy LLC, a California limited liability company (“the
LLC”). On October 30, 2024, the sole member of the LLC converted its entire interest in the LLC into the Company as a Delaware Corporation, in exchange for 900,000 shares of common stock of the Company. The Company is developing a
maximally standardized, factory-fabricated 10 megawatt pressurized light-water micro modular reactor based on Generation III+ technology. Designed for deployment at most U.S. sites with minimal site-specific requirements, each reactor is customized
to meet the power demands of data centers, industrial sites, and remote applications.
 Liquidity and Going Concern

 The Company’s condensed financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of March 31, 2026, the Company had cash of $2,129,451 and accumulated deficit of $59,001,039; and for the three
months ended March 31, 2026, a loss from operations of $52,137 and negative cash flows from operations of $1,212,790. The Company’s ability to continue as a going concern depends on its ability to obtain financial support through debt and
equity transactions to fund the needs of the business, and ultimately to generate profitable operations. These condensed financial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if
the Company were unable to continue as a going concern. Since inception, except for the three months ended March 31, 2026, the Company has incurred and expects to continue to incur net losses and negative operating cash flows. Management expects
that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other
businesses. The Company’s continued existence is dependent upon its ability to obtain additional sources of funding to support, through debt and equity transactions, its ongoing operations. There is no assurance that the Company will be able
to secure funding under favorable terms. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
 On
September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (“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 the Company. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the
Company (the “Merger”), with the Company continuing as the surviving corporation (such transactions, together with the Merger, the “Business Combination”). On December 12, 2025, the parties entered into a first amendment
to the Business Combination Agreement (the “First Amendment”), pursuant to which the parties expanded the size of the post-Closing Board of Directors to eight (8) members. On April 16, 2026, the parties entered into a second
amendment to the Business Combination Agreement (the “Second Amendment”), pursuant to which the parties amend the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. On
May 7, 2026, the Company and the shareholders of GigCapital7 approved the business combination contemplated by the Business Combination Agreement, and as amended. On May 22, 2026, the Business Combination was consummated and is accounted
for as a reverse capitalization.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation
 The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange
Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of
authoritative GAAP.
 In management’s opinion, the unaudited interim condensed financial statements have been prepared on the same basis as the fiscal
year 2025 audited financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026, and its results of operations and
cash flows for the three months ended March 31, 2026. The results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the year or any other periods. The condensed balance sheet as of
December 31, 2025 has been derived from the Company’s audited financial statements.

 6

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 Use of Accounting Estimates

 The preparation of interim condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The
Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to Simple Agreements for Future Equity agreements (“SAFEs”), stock-based compensation, valuation of the
Company’s common stock, and loss contingencies including estimated legal settlement, are reasonable based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets
and liabilities as of the date of the interim condensed financial statements, as well as amounts reported on the condensed statements of operations and comprehensive income (loss) during the periods presented. These estimates and assumptions may
change as new events occur, and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions.

 Concentration of Credit Risk
 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss
incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

 Property and Equipment, Net
 All additions are
recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the
year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture is depreciated over useful lives of three to seven years, and computer equipment is depreciated over three years.

 Deferred Transaction Costs
 The Company
capitalizes deferred transaction costs, which primarily consist of incremental legal fees, accounting fees and other fees directly attributable to the anticipated Business Combination which will be accounted for as a reverse recapitalization.
Reverse recapitalization transactions are viewed as the issuance of equity by the accounting acquirer for the cash of the Special Purpose Acquisition Company (“SPAC”). Accordingly, the direct and incremental transaction costs related to
the de-SPAC transaction are treated as reduction of the SPAC’s cash proceeds and deducted from additional paid-in capital. The deferred transaction costs will be
reclassified to additional paid-in capital upon closing. As of March 31, 2026 and December 31, 2025, deferred transaction costs of $2,290,926 and $1,874,924, respectively, were capitalized in connection with
the Business Combination on the balance sheet.
 Fair Value of Financial Instruments

 The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on
assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for
the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:

 •

 Level 1 – Quoted prices in active markets for identical instruments.

 •

 Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 •

 Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or
significant value drivers are unobservable.

 The Company’s assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair
value measurement. The carrying amount of certain financial instruments, including prepaid expenses and other current assets, other assets, deferred transaction costs, accounts payable, and accrued expenses approximate their fair value due to their
short maturities. The fair value of the Company’s SAFEs liability and legal settlement were determined using level 3 fair value determination methods. Refer to Note 5 for additional details.

 7

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 Leases

 The Company has lease arrangements for its corporate offices and a Company vehicle. In accordance with ASC 842, Leases , the Company determines if an
arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company
obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases are recorded as an operating lease right-of-use assets
and operating lease liabilities on the balance sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and
lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease
term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company
uses its estimated incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. Operating lease expense for lease
payments is recognized on a straight-line basis over the expected lease term. There were no finance leases as of March 31, 2026 and December 31, 2025.

 Simple Agreements for Future Equity
 The Company
accounts for its SAFEs as a liability stated at fair value in accordance with ASC Topic 480: Distinguishing Liabilities from Equity . SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized
in the statements of operations and comprehensive income (loss). There was no event that triggered the SAFEs to convert into equity securities during the three months ended March 31, 2026 and 2025. Refer to Note 5 for additional details.

 General and Administrative
 General and
administrative (“G&A”) expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs.

 Research and Development
 Research and development
(“R&D”) expenses represents costs incurred for technology development and regulatory support for the development of the factory light-water micro modular reactor. The R&D expenses consist of: employee-related expenses, including
salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. All research and development costs related to product development are expensed
as incurred.
 Stock-Based Compensation

 Stock-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on
each instrument’s grant-date fair value over the period during which the award vests. The Company recognizes stock-based compensation expense for awards ratably over the requisite service period. For awards subject to time-based vesting
conditions, the service period is generally the vesting period.
 Income Taxes

 Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded
when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation
allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net
operating losses.

 8

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation
allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the
realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision
for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax
positions in the financial statements.
 The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in
income tax expense in the accompanying statements of operations and comprehensive income (loss). The prior year tax returns remain subject to examination by taxing jurisdictions. At March 31, 2026 and 2025, the Company does not believe it has any
uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
 Net Income (Loss) Per Share

 The Company’s basic net income (loss) per share of common stock is computed based upon the weighted average number of shares of common stock
outstanding for the period. Diluted loss per share includes the effect, if any, from potential conversion of securities, such as the issuance of shares of common stock from SAFE notes. Participating securities (unvested share-based payment awards
that contain non-forfeitable rights to dividends or dividend equivalents) are included in the computation of net income (loss) per share, pursuant to the two-class
method. The Company’s participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The
 two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the
participating securities because they do not share in the losses of the Company. For any period in which the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share, since the effects of potentially
dilutive securities are antidilutive.
 The following table sets forth the computation of basic and diluted net income (loss) per common share:

 March 31,

 March 31,

 2026

 2025

 Numerator:

 Net income (loss)

 $
 13,367,096

 $
 (220,351
 )

 Undistributed earnings allocated to participating securities

 (257,544
 )

 — 

 Net income (loss) - basic

 $
 13,109,552

 $
 (220,351
 )

 Net income (loss)

 $
 13,367,096

 $
 (220,351
 )

 Change in fair value of Simple Agreements for Future Equity

 (13,419,233
 )

 — 

 Undistributed earnings allocated to participating securities

 (241,038
 )

 — 

 Net loss - diluted

 $
 (293,175
 )

 $
 (220,351
 )

 Denominator:

 Denominator for basic net income (loss) per share – common shares outstanding

 921,519

 900,213

 Effect of dilutive securities:

 Expected shares from SAFEs

 64,344

 — 

 Denominator for diluted net loss per share – common shares outstanding

 985,863

 900,213

 Net income (loss) per share – basic

 $
 14.23

 $
 (0.24
 )

 Net loss per share - diluted

 $
 (0.30
 )

 $
 (0.24
 )

 The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per
share for the periods presented because including them would have been antidilutive (in common stock equivalent shares):

 9

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 March 31,
 2026

 March 31,
 2025

 Unvested shares of restricted stock purchase agreements

 31,833

 2,083

 Expected shares from SAFE notes

 — 

 22,358

 Total potentially dilutive securities

 31,833

 24,441

 Segment Information

 The Company has determined that its Chief Executive Officer (“CEO”), is its chief operating decision maker (“CODM”). The CODM reviews
financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall Company level. The Company views its operations and manages its business as a single reportable segment with a
single operating segment. During the three months ended March 31, 2026 and 2025, the CODM made decisions on resource allocation, assessed performance of the business and monitored actual results using net loss, which is provided in the
accompanying statements of operations and comprehensive income (loss). When evaluating how to allocate resources, the CODM primarily focuses on contract labor and legal fees which are the significant expenses within the results of operations.
Contract labor costs and legal fees were $35,216 and $145,589, respectively, for the three months ended March 31, 2026 and contract labor costs and legal fees were $42,706 and $26,759, respectively, for the three months ended March 31,
2025, which are included in general and administrative expenses in the accompanying condensed statements of operations and comprehensive income (loss).

 Recent Accounting Pronouncements
 The Company considers
the applicability and impact of all ASUs issued by the FASB.
 In October 2023, FASB issued ASU 2023-06,
 Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from
Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For entities subject to the SEC’s existing disclosure requirements and for
entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment
will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For
all other entities, the amendments will be effective two years later. The Company is evaluating the effect that ASU 2023-06 will have on its financial statements and related disclosures.

 In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . ASU 2025-01 clarifies the effective date for ASU
 2024-03 ( Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ), ensuring public business entities adopt it initially in annual reporting periods (not interim)
for non-calendar year-end entities. ASU 2024-03 requires disclosure on an annual and interim basis, in the notes to the financial
statements, of disaggregated information about specific categories underlying certain income statement expense line items. The effective dates of ASU 2025-01 align with ASU
 2024-03: annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this new accounting
guidance on its financial statements and related disclosures.
 In May 2025, the FASB issued ASU No. 2025-03,
 Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”) . ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition
transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The
Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.
 In May 2025, the
FASB issued ASU No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer
(“ASU 2025-04”) . ASU 202504 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration

 10

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

constraint in ASC Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to
customers by clarifying the treatment of vesting conditions and ensuring alignment with ASC Topic 606 and ASC Topic 718: Compensation—Stock Compensation. ASU 2025-04 is effective for fiscal years
beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related
disclosures.
 In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting
for Government Grants Received by Business Entities. ASU 2025-10 establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset
and (2) a grant related to income. The ASU is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently
evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.
 In December 2025, the FASB issued ASU
 No. 2025-11, Interim Reporting (Topic 270). ASU 2025-11 clarifies the interim disclosure requirements, the applicability of Topic 270, the types of interim
reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is
effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial
statements and related disclosures.
 In December 2025, the FASB issued ASU No. 2025-12, Codification
Improvements. ASU 2025-12 represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand
and apply. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact
of adopting this new accounting guidance on its financial statements and related disclosures.
 The Company believes, based on its preliminary assessment,
that any other recently issued, but not yet adopted, accounting pronouncements will not have a material impact on the Company’s financial statements or related disclosures, or do not apply to the Company.

 3.
 ACCRUED EXPENSES

 Accrued expenses was as follows at March 31, 2026 and December 31, 2025:

 March 31,
 2026

 December 31,
 2025

 Legal fees

 $
 50,000

 $
 957,751

 Credit card obligations

 443

 2,657

 Accrued compensation

 202,387

 77,950

 Other

 36

 36

 Accrued legal settlement

 11,655,362

 16,345,000

 Total accrued expenses

 $
 11,908,228

 $
 17,383,394

 11

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 4.
 PROPERTY AND EQUIPMENT, NET

 Property and equipment was as follows at March 31, 2026 and December 31, 2025:

 March 31,
 2026

 December 31,
 2025

 Furniture

 $
 15,857

 $
 15,857

 Computer equipment

 28,215

 28,215

 44,072

 44,072

 Accumulated depreciation

 (8,653
 )

 (6,708
 )

 Total property and equipment, net

 $
 35,419

 $
 37,364

 Depreciation expense for the three months ended March 31, 2026 and 2025 was $1,945 and $178, respectively.

 5.
 SIMPLE AGREEMENTS FOR FUTURE EQUITY (SAFEs)

 During the three months ended March 31, 2026 and 2025, the Company issued instruments referred to as SAFEs as its primary source of funding. Pursuant the
terms of the SAFEs, upon a qualified future equity financing involving preferred shares, the SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock (“Standard
Preferred Stock”) equal to the purchase price divided by the lowest price per share of the Standard Preferred Stock, or (ii) the number of shares of SAFE preferred stock (“SAFE Preferred Stock”) divided by a discounted price
to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap) (“Cap Price”).

 Upon the occurrence of a change of control, a direct listing or an initial public offering (described as a “liquidity event”) (other than a
qualified financing), the investors have the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set
forth in the applicable SAFE agreement. If a dissolution event occurs prior to the termination of the SAFEs, the investors would be entitled to receive a portion of the related proceeds equal to the purchase amount (or the amount received for the
SAFE).
 The Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480 Distinguishing Liabilities from
Equity , as they are potentially settled in a variable number of shares based on future valuation, lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are
classified as liabilities, the SAFEs are adjusted to fair value at each reporting date. The fair value of the Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a
Level 3 measurement within the fair value hierarchy. The SAFEs are valued using the market approach for intangible asset method, which considers among other things, comparable transactions, relevant market multiples, asset characteristics,
transaction type, market conditions and qualitative comparable normalization.
 The fair value of the SAFEs issued during the period was determined based
on the following significant unobservable inputs:

 Financing scenario

 10.0
 %

 Liquidity event scenario

 90.0
 %

 Project term to projected financing date (in years)

 0.42

 Project term to projected liquidity event date (in years)

 0.12

 Discount rate

 46.2
 %

 Risk-free rate (continuous)

 3.7
 %

 Volatility

 86.0% – 100.0
 %

 12

 HADRON ENERGY, INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 (Unaudited)

 The following table presents a reconciliation of the liabilities, measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) during the year ended March 31, 2026:

 Balance at December 31, 2025

 $
 46,358,393

 SAFEs issued during the period

 1,585,000

 Change in fair value during the period

 (13,419,233
 )

 Balance at March 31, 2026

 $
 34,524,160

 As of March 31, 2026 and December 31, 2025, the estimated fair value of the SAFEs was $34,524,160 and $46,358,393,
respectively. The change in fair value during the three months ended March 31, 2026 reflected in the above table, is included in other income (loss) in the accompanying statements of operations and comprehensive income (loss).

 6.
 LEASES

 The Company has an operating lease for a vehicle entered into in February 2025 that expires in January 2028. Under the terms of the lease, base rent is $1,058
per month. There is no renewal options associated with the lease.
 The Company has an operating lease for office space in Redwood City, California which
was entered into in June 2025 and expires in June 2026. Under the terms of the lease, base rent is $6,006 per month. There is no renewal options associated with the lease.

 Operating lease costs for the three months ended March 31, 2026 and 2025 were $22,926 and $4,473, respectively. Cash payments included in the measurement
of operating lease liabilities for the three months ended March 31, 2026 were $21,191 and $44,058, respectively. The weighted average remaining lease term as of March 31, 2026 was 1.21 years. The weighted-average discount rate during the three
months ended March 31, 2026 was 22.54%.
 The Company utilizes the rate implicit in the lease or the estimated incremental borrowing rate at the
commencement of the lease in determining the present value of future payments.
 Variable lease expense includes rental increases that are not fixed, such
as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Operating lease costs are included in general and administrative expenses in the statements of operations and comprehensive income (loss).

 Maturities of the operating lease liabilities are summarized as follows as of March 31, 2026:

 (in thousands)

 2026 (remaining nine months)

 $
 21,533

 2027

 12,694

 2028

 1,552

 Minimum lease payments

 35,779

 Less: imputed interest

 (4,810
 )

 Present value of operating lease liabilities

 $
 30,969

 Current portion

 $
 20,946

 Noncurrent portion

 10,023

 Total operating lease liabilities

 $
 30,969

 13

 HADRON ENERGY, INC.

 NOTES TO FINANCIAL STATEMENTS

 7.
 STOCKHOLDERS’ DEFICIT

 Common Stock
 Pursuant to the certificate of
incorporation dated October 30, 2024, the Company was authorized to issue 2,000,000 shares of common stock par value of $0.0001 per share. The holders of common stock have one vote for each share of common stock held of record by such holder as
of the applicable record date. The Company’s founder contributed $250 upon the formation of Hadron Energy, LLC on July 8, 2024. On October 30, 2024, 900,000 shares of common stock were issued to the Company’s founder in exchange for
his sole member interest in Hadron Energy, LLC.
 Stock Based Compensation

 On October 30, 2024, the Company adopted the Hadron Energy, Inc. 2024 Equity Incentive Plan (the “Plan”) whereby employees, officers,
directors and consultants of the Company and its affiliates and others performing services to the Company may be given an opportunity to acquire up to 100,000 shares of common stock in the form of options and restricted stock purchase agreements
(“RSPAs”). The exercise price, vesting and expiry date is determined for each grant by the Company’s Board of Directors.
 On
December 22, 2025, the Board of Directors approved an amendment to the Plan to increase the number of shares authorized for issuance under the Plan. The maximum aggregate number of shares of common stock that the Company may award under the
Plan is 160,000. The term of the Plan is 10 years.
 Restricted Stock Purchase Awards

 The Company issued restricted shares of its common stock under RSPAs to grantees. The grantees were given the right to purchase the shares at a discounted
purchase price, with restrictions lapsing over vesting periods ranging from zero to sixty months. For RSPAs with a discounted purchase price, the compensation to the employee is the difference between the fair market value of the Company’s
stock and the discounted price paid in accordance with ASC 718, Compensation—Stock Compensation . This total compensation cost is then amortized to expense over the grantee’s vesting period. As no observable market price per share
is available for the Company’s common stock, the Company uses a reasonable valuation method to estimate the current fair value per share of its common stock.

 The following table summarizes the RSPAs activity during the year ended March 31, 2026:

 Number of
Shares

 Weighted
Average Grant
Date Fair Value
per Share

 Unvested as of December 31, 2025

 21,146

 $
 460.61

 Granted

 33,500

 $
 702.63

 Cancelled

 (20,000
 )

 $
 485.33

 Vested

 (2,813
 )

 $
 627.75

 Unvested as of March 31, 2026

 31,833

 $
 685.02

 14

 HADRON ENERGY, INC.

 NOTES TO FINANCIAL STATEMENTS

 As of March 31, 2026, total unrecognized compensation cost related to RSPAs was $20,028,499, which is
expected to be recognized over a weighted average period of 3.2 years. The weighted average grant date fair values per share of RSPAs granted during the period from January 1, 2026 to March 31, 2026 was $702.63 per share. The weighted average
grant date fair values of RSPAs that vested during the period from January 1, 2026 to March 31, 2026 was $627.75 per share.
 The Company
recognized stock-based compensation of $2,734,113 for the three months ended March 31, 2026, of which $2,101,935 related to research and development and $632,178 related to general and administrative. The Company recognized stock-based compensation
expense of $9,013 for the three months ended March 31, 2025, which related to research and development.
 Stock Options

 No stock options were granted during the three months ended March 31, 2026 and 2025.

 8.
 INCOME TAXES

 For the three months ended March 31, 2026 and 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate of 0% for each
period. This reflects the US federal statutory rate of 21% on pre-tax loss offset by a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets
will not be realized. Although the Company generated pretax income during the three months ended March 31, 2026, no income tax expense was recorded due to the existence of a full valuation allowance against the Company’s federal and state
deferred tax assets.
 ASC 740-10, Accounting for Uncertainty in Income Taxes , prescribes a comprehensive
model for the recognition, measurement, presentation, and disclosure in the financial statements for any uncertain tax positions that have been taken or expected to be taken on a tax return. As of March 31, 2026 and December 31, 2025, the
Company had no unrecognized tax benefits. The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of valuation allowance, would impact the effective tax rate on continuing
operations.
 On July 4, 2025, the One Big Beautiful Bill (“OBBB”) was signed into law, making permanent several provisions of the Tax Cuts and
Jobs Act of 2017 and introducing additional reforms to U.S. tax law. Although enacted after the close of fiscal year 2024, certain provisions of the OBBB were retroactively effective or materially influenced tax planning and accounting estimates
during the year. Management has evaluated the retroactive and prospective effects of the OBBB and concluded that the bill did not result in a material change to the Company’s effective tax rate for 2026 and 2025. However, the legislation is
expected to influence future tax planning, entity structuring, and investment decisions.
 All tax returns will remain open for examination by the federal
and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards.

 9.
 RELATED PARTY TRANSACTIONS

 Reimbursement of costs
 The Company has entered
into SAFEs (Note 5) and RSPAs (Note 7) with certain individuals, who have also provided services to the Company. The Company incurred costs related to contract labor of $1,946 and $26,149 for the three months ended March 31, 2026 and 2025,
respectively, to these individuals, which is included in general and administrative and research and development expenses in the accompanying statements of operations and comprehensive income (loss). Additionally, the Company paid $12,000 to a SAFE
Note Holder for public relations services (monthly retainer) during the three months ended March 31, 2026, which is included in general and administrative expense in the accompanying condensed statement of operations and comprehensive income (loss).

 10.
 COMMITMENTS AND CONTINGENCIES

 From time to time, the Company may be involved in litigation relating to claims or assessments arising out of its operations in the normal course of business.
The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated
amount. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued.

 15

 HADRON ENERGY, INC.

 NOTES TO FINANCIAL STATEMENTS

 The Company is engaged in an ongoing legal matter with a former employee related to their departure in
December 2025. The Company was expected to incur a settlement cost of $16,345,000 to resolve the dispute, which was deemed probable and estimable and was recognized within general and administrative expenses during the year ended December 31,
2025. The proposed settlement includes $100,000 of cash with the remaining amount to be settled in stock upon final resolution of the legal matter. As of March 31, 2026, the settlement cost to resolve the dispute was estimated to be $11,655,362,
resulting in a change in fair value of legal settlement liability of $4,689,638, which was recorded in general and administrative expense in the statements of operations and comprehensive income (loss) for the three months ended March 31, 2026. As
of March 31, 2026, the accrued legal settlement of $11,655,362 was recorded in accrued expenses.
 Other than the above, management is not aware of
any other legal proceedings or adverse outcome of which, in management’s opinion, individually or in the aggregate, could have a material adverse effect on the Company’s results of operations, financial position or cash flows.

 11.
 SUBSEQUENT EVENTS

 The Company has evaluated all events or transactions that occurred after March 31, 2026 through May 29, 2026, which is the date that the condensed
financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure except as follows:

 Subsequent to March 31, 2026, the Company received gross proceeds associated with SAFE equity financings aggregating approximately $1,710,000.

 On April 16, 2026, GigCapital7, Merger Sub, and the Company entered into a second amendment to the Business Combination Agreement (the “Second
Amendment”), which amends the Business Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. The Second Amendment amends the definition of “Public Company (Pre-Capital Raise) Valuation” set forth in Article X of the Business Combination Agreement to mean $776,599,997, which has the effect of reducing the Aggregate Merger Consideration to be issued for the
securities of the Company to 60,000,000 shares of Domesticated Purchaser Common Stock, which at a nominal value of $10.00 per share would have a valuation for the Company of $600 million. The Second Amendment also amends Section 8.01(c) of
the Business Combination Agreement to replace the date “April 30, 2026” with the date “May 31, 2026.” As a result, all references to the “Outside Date” in the Business Combination Agreement now refer to
May 31, 2026.
 On May 7, 2026, at the extraordinary general meeting, the Company and the shareholders of GigCapital7 approved the Business
Combination contemplated by the Business Combination Agreement, and as amended, including the merger of Merger Sub with and into Hadron, with Hadron surviving the merger, and issuance of common stock of the Company to Hadron equity holders as merger
consideration. On May 22, 2026, the Business Combination was consummated. Net proceeds to be received by the Company upon consummation of the Business Combination, after giving effect to 16,834,491 shares tendered for redemption, are approximately
$33.9 million. Additionally, a forward stock purchase agreement was entered into for a purchase amount of $5.9 million paid at closing from the cash released from the GigCapital7 trust account.

 Upon consummation of the Business Combination, all outstanding historical Hadron Energy equity interests, including common shares, SAFEs, and stock awards,
were converted or exchanged into shares of, or rights to acquire shares of, Class A or Class B common stock in the combined company in accordance with the terms of the Business Combination Agreement and the applicable Exchange Ratio.

 16

EX-99.2 · d26249dex992.htm

EX-99.2
 8
 d26249dex992.htm
 EX-99.2

 Exhibit 99.2

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 OF HADRON ENERGY
 The following
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with, and is based on, our unaudited condensed financial statements as of March 31, 2026 and for the three-month periods ended
March 31, 2026 and 2025, appearing elsewhere in this Current Report on Form 8-K. In addition to historical information, some of the information contained in this discussion and analysis or set forth
elsewhere in this Current Report, including information with respect to our plans and strategy for our business, future financial performance, expense levels and liquidity sources, includes forward-looking statements that involve risks and
uncertainties. You should read the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” elsewhere in this Current Report and in the Registration Statement on Form S-4 for a discussion of a variety of important factors that could cause actual results and the timing of events to differ materially from the results described in or implied by the forward-looking statements
contained in the following discussion and analysis. Unless the context otherwise requires, references in this section to “the Company”, “us”, “our” or “we” refer to Hadron Energy, Inc

 Overview
 We are a micro modular reactor company
utilizing light water reactor technology to generate carbon-free electricity. The Company is a leading innovator in micro modular reactor technology using a versatile, small-scale, cost-effective and rapidly deployable microreactors to the growing
electricity demand driven by data centers, artificial intelligence, and industrialization. The Company is developing a standardized, factory-fabricated, 10 megawatt electric pressurized light-water micro modular reactor based on Generation III+
technology. Designed for deployment at most U.S. sites with minimal site-specific requirements, each reactor is designed to meet the power demands of data centers, industrial sites, and remote applications. Scaled commercialization is planned for
2030.
 On September 27, 2025, GigCapital7 Corp., a Cayman Islands exempted company (“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 the Company. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (such transactions, together with the Merger, the
“Business Combination”). On December 12, 2025, the parties entered into a first amendment to the Business Combination Agreement (the “First Amendment”), pursuant to which the parties expanded the size of the post-Closing
Board of Directors to eight (8) members. On April 16, 2026, the parties entered into a second amendment to the Business Combination Agreement (the “Second Amendment”), pursuant to which the parties amend the Business
Combination Agreement to (a) adjust the valuation of the Company and (b) extend the Outside Date. On May 7, 2026, the Company and the shareholders of GigCapital7 approved the business combination contemplated by the Business
Combination Agreement, and as amended. The business combination will be accounted for as a reverse recapitalization. The Company has continued to incur transaction-related professional services costs in connection with the contemplated Business
Combination, certain of which have been deferred and are reflected on our condensed balance sheet as deferred transaction costs. On May 22, 2026, the Business Combination was consummated. Net proceeds to be received by the Company upon
consummation of the Business Combination, after giving effect to 16,834,491 shares tendered for redemption, are approximately $33.9 million. Additionally, a forward stock purchase agreement was entered into for a purchase amount of
$5.9 million paid at closing from the cash released from the GigCapital7 trust account.
 Upon consummation of the Business Combination, all
outstanding historical Hadron Energy equity interests, including common shares, SAFEs, and stock awards, were converted or exchanged into shares of, or rights to acquire shares of, Class A or Class B common stock in the combined company in
accordance with the terms of the Business Combination Agreement and the applicable Exchange Ratio.
 Key Factors Affecting Our Prospects and Future
Results
 We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose
risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors
discussed under the section titled “Risk Factors” in our Registration Statement on Form S-4, as amended. We believe that the following factors are key to our success: commencing and expanding
commercial launch operations, funding our operations, maintaining and protecting our intellectual property portfolio, obtaining regulatory approvals, and adding operational and financial personnel to support our development efforts and planned
future commercialization.

 Impact of Macroeconomic Conditions

 Our business is subject to various trends, events or uncertainties that are reasonably likely to cause our reported financial information not to be necessarily
indicative of future operating results or of future financial condition. The macroeconomic environment both in the United States and globally has the potential to impact our business and financial performance. More specifically, factors such as
trade agreements, tariffs, interest rates, inflation, tax law, labor trends, supply chain disruptions, fiscal policy and recession risks could impact the cost to construct and operate our factory, and even impact the future profitability of our
operations.
 Supply chain vulnerabilities represent a critical area of macro-economic risk for our business. Global disruptions from geopolitical
tensions, natural disasters, or public health crises, can severely impact the availability and cost of essential components for energy infrastructure. These disruptions can lead to extended lead times for specialized equipment, shortages of critical
materials, and unexpected cost escalations that complicate project planning and execution. Our reliance on supply networks for turbine components, electrical systems, and construction materials creates exposure to these global supply chain risks.

 Inflation remains a significant concern, particularly as it affects construction materials, specialized equipment, and labor costs throughout our project
development cycle. These inflationary pressures can erode project margins and complicate long-term capital planning efforts. Economic growth and recession cycles directly correlate with energy demand across industrial, commercial, and residential
sectors. During economic downturns, we will experience reduced consumption patterns, while periods of growth drive increased energy needs, affecting our revenue projections and expansion strategies.

 Demand for energy in the United States is currently being driven by the explosive growth in the data center industry, particularly as artificial intelligence
(AI) deployment, cloud computing adoption, digital transformation initiatives accelerate across sectors, and industrialization. Should power demand growth in the market slow, customer demand for our baseload
 low-carbon power could be negatively impacted.
 Key Components of Our Results of Operations

 General and administrative
 General and
administrative (“G&A”) expenses consist primarily of personnel-related expenses for executives, human resources, finance and other G&A employees, including salary, professional services costs and facility and overhead costs. We
anticipate that our G&A expenses will increase in the future in connection with one-time costs of becoming a public company as well as ongoing costs of operating as a public company, including expanding
headcount and increased fees for directors and outside advisors. We expect to incur significant costs to comply with corporate governance, internal controls, and similar requirements applicable to public companies. Additionally, we expect to incur
increased costs associated with establishing sales, marketing and commercialization functions prior to any potential future regulatory approvals or commercialization of our technology.

 Research and development
 Research and development
(“R&D”) expenses consist primarily of internal and external R&D expenses. We focus our R&D activities on technology development and regulatory support for the development of the factory light-water micro modular reactor. Our
R&D expenses consist of employee-related expenses, including salaries, benefits, payroll taxes, travel, for personnel in R&D functions; expenses related to technology development; and facilities, overhead, and other expenses. We expect our
R&D expenses to increase in the future as we continue to develop our technology. Our R&D activities are a critical component of achieving commercialization of any of our technology development and realizing our business strategy. We remain
focused on using our resources to further develop our existing pipeline.
 Stock-based compensation

 Stock-based compensation expense is measured using a fair value-based method for all equity-based awards, with the cost of awarded equity instruments
recognized over the period during which the award vests. Stock-based compensation expense relates primarily to the vesting and cancellation of restricted shares granted to employees pursuant to the Hadron Energy Equity Incentive Plan.

 Change in fair value of legal settlement liability

 Change in fair value of legal settlement liability represents the periodic remeasurement of a previously accrued estimated legal settlement liability that was
originally recorded during the year ended December 31, 2025. Changes in the estimated liability, including subsequent reversals of previously accrued amounts, are recognized within operating expenses in the period in which the estimate is
revised.
 Change in fair value of Simple Agreements for Future Equity

 The change in fair value of Simple Agreements for Future Equity (“SAFEs”) represents the periodic remeasurement of the fair value related to the
SAFEs. The Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480, Distinguishing Liabilities from Equity , as they are potentially settled in a variable number of shares based on future valuation,
lack substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date, with changes in fair
value recorded in the statement of operations.
 Provision for income taxes

 We are subject to U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes
in deferred tax assets and liabilities and changes in tax laws. Provision for income taxes primarily relates to changes in deferred taxes, fully offset by valuation allowances.

 Results of Operations
 Comparison of the three months
ended March 31, 2026 and the three months ended March 31, 2025
 The following table summarizes our results of operations:

 Three Months Ended
March 31,
2026

 Three Months Ended
March 31,
2025

 Operating expenses

 General and administrative

 $
 1,562,910

 $
 148,877

 Research and development

 442,807

 6,322

 Stock-based compensation

 2,734,113

 9,013

 Depreciation

 1,945

 178

 Change in fair value of legal settlement liability

 (4,689,638
 )

 — 

 Total operating expenses

 52,137

 164,390

 Loss from operations

 (52,137
 )

 (164,390
 )

 Other income (loss)

 Change in fair value of Simple Agreements for Future Equity

 13,419,233

 (55,961
 )

 Total other income (loss)

 13,419,233

 (55,961
 )

 Income (loss) before income taxes

 13,367,096

 (220,351
 )

 Provision for income taxes

 — 

 — 

 Net income (loss) and comprehensive income (loss)

 $
 13,367,096

 $
 (220,351
 )

 General and administrative

 G&A expenses were $1,562,910 for the three months ended March 31, 2026 compared to $148,877 for the three months ended March 31, 2025. The
increase of $1,414,033 was due primarily to the expansion of personnel-related costs and third-party advisory services.
 Research and development

 R&D expenses were $442,807 for the three months ended March 31, 2026 compared to $6,322 for the three months ended March 31, 2025.
R&D expenses relate to employee-related expenses, including salaries, benefits, payroll taxes, and travel, for personnel in R&D functions; expenses related to technology development; and other expenses. The increase reflects the continued ramp-up of our R&D function, including the addition of personnel performing R&D activities and increased technology development expenditures supporting the design of our pressurized light-water micro modular
reactor.
 Change in fair value of legal settlement liability

 Change in fair value of legal settlement liability was a gain of $4,689,638 for the three months ended March 31, 2026 compared to $0 for the three months
ended March 31, 2025, representing the remeasurement during the current quarter of a previously accrued estimated legal settlement liability that was originally recorded during the year ended December 31, 2025.

 Stock-based compensation
 Stock-based compensation
expense was $2,734,113 for the three months ended March 31, 2026 compared to $9,013 for the three months ended March 31, 2025. The increase of $2,725,100 was primarily driven by the recognition of expense related to restricted share grants
under the Hadron Energy Equity Incentive Plan, including the modification and commencement of vesting of new grants of 33,500 restricted shares to employees and advisors during the quarter. Stock-based compensation is measured at the estimated fair
value of the shares on the grant date and recognized over the requisite service period.
 Depreciation

 Depreciation expense was $1,945 for the three months ended March 31, 2026 compared to $178 for the three months ended March 31, 2025. The increase
reflects depreciation of property and equipment, principally furniture, fixtures and computer equipment, that has been placed in service since inception. There were no purchases of property and equipment during the three months ended March 31,
2026.
 Change in fair value of Simple Agreements for Future Equity

 Change in fair value of SAFEs was a gain of $13,419,233 for the three months ended March 31, 2026 compared to a loss of $55,961 for the three months ended
March 31, 2025, in each case representing the remeasurement of the fair value of the SAFEs at the end of the reporting period.
 Provision for
income taxes
 Provision for income taxes was $0 for the three months ended March 31, 2026 and for the three months ended March 31, 2025,
in each case primarily due to changes in deferred tax balances offset by valuation allowances against our deferred tax assets.
 Liquidity and Capital
Resources
 Funding Requirements and Going Concern

 We have incurred operating losses since our inception. Although we recognized net income of $13,367,096 for the three months ended March 31, 2026
(compared to a net loss of $220,351 for the three months ended March 31, 2025), our net income for the current quarter was driven primarily by two non-cash and
 non-recurring items: a $13,419,233 gain on the remeasurement of our SAFE liability and a $4,689,638 remeasurement of a previously accrued estimated legal settlement liability. Excluding these items, we
incurred an underlying operating loss for the three months ended March 31, 2026, and we expect to continue to incur operating losses for the foreseeable future. As of March 31, 2026, the Company had cash of $2,129,451 and an accumulated
deficit of $59,001,039, and for the three months ended March 31, 2026, negative cash flows from operations of $1,212,790. We are still in

 the early stages of our development and expect to continue to incur significant expenses, operating losses,
and negative operating cash flows for the foreseeable future due to increases in expenses from historical levels because of additional costs and expenses related to the development of our technology and factory and the development of market and
strategic relationships with other businesses.
 Until such time as we can generate substantial revenue, if ever, we expect to finance our cash needs
through a combination of equity and debt financings, or other capital sources, including, if and when consummated, the proceeds available to us in connection with the Business Combination. We plan to continue to fund our losses from operations
through cash on hand, as well as through future equity offerings, debt financings, other third-party funding, or potential licensing or collaboration arrangements. To the extent that we raise additional capital through the future sale of equity or
debt, the ownership interest of our stockholders will be diluted. The terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. If we raise additional funds through
collaboration agreements, marketing agreements, or licensing arrangements, we may have to relinquish valuable rights to our technologies or future revenue streams on terms that may not be favorable to us. If we are unable to raise sufficient funds
through equity or debt financings, we may be required to delay, limit, curtail or terminate our technology development or future commercialization efforts or may be forced to cease operations or file for bankruptcy protection. This may have a
material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. Additionally, we may never become profitable, or if we do, may not be able to sustain profitability on a
recurring basis. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Any of these actions could materially harm our business, results
of operations and future prospects.
 As a result of these conditions, the Company’s ability to continue as a going concern depends on its ability to
obtain financial support and additional sources of funds and financing to support the needs of the business, ongoing operations and ultimately to generate profitable operations. As such, we have concluded that there is substantial doubt over our
ability to continue as a going concern as conditions and events, considered in the aggregate, indicate that we are currently unable to meet our obligations as they become due and expect to be unable to meet our obligations within one year after the
date that the financial statements included in the Current Report on Form 8-K were originally issued. The accompanying condensed financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The financial information and financial statements do not include any adjustments or reclassifications of assets and liabilities
that might be necessary if we are unable to continue as a going concern.
 We will need to raise additional capital to continue operations based on our
current business plan, and expectations and assumptions considering current macroeconomic conditions. Our ability to raise additional capital may also be adversely impacted by potential worsening global economic conditions and disruptions to, and
volatility in, financial markets in the U.S. and worldwide from geopolitical and macroeconomic events. There can be no assurance that we will be able to secure such additional funding on acceptable terms and conditions, or at all. If we cannot
obtain sufficient capital immediately, we will not have sufficient cash flows and liquidity to finance our business operations as currently contemplated and we may need to substantially alter, or possibly even discontinue, our operations. In the
event of a bankruptcy proceeding or insolvency, or restructuring of our capital structure, our stockholders could suffer a total loss of their investment.

 Simple Agreement for Future Equity
 During the three
months ended March 31, 2026 and 2025, the Company issued instruments referred to as “simple agreements for future equity” (“SAFEs”) as its primary source of funding. Pursuant the terms of the SAFEs, upon a qualified
future equity financing involving preferred shares, the SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock (“Standard Preferred Stock”) equal to the
purchase price divided by the lowest price per share of the Standard Preferred Stock, or (ii) the number of shares of SAFE preferred stock (“SAFE Preferred Stock”) divided by a discounted price to the price investors pay to purchase
the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap) (“Cap Price”).
 The
Company determined that the SAFEs should be accounted for at fair value as a liability under ASC 480 Distinguishing Liabilities from Equity , as they are potentially settled in a variable number of shares based on future valuation, lack
substantive equity characteristics, and are potentially redeemable in cash or other assets under certain conditions. Because they are classified as liabilities, the SAFEs are adjusted to fair value at each reporting date. The fair value of the
Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement within the fair value hierarchy. The SAFEs are valued using the market approach for
intangible asset method, which considers among other things, comparable transactions, relevant market multiples, asset characteristics, transaction type, market conditions and qualitative comparable normalization.

 We believe these assumptions would be made by a market participant in estimating the valuation of the SAFEs.
We assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. There is substantial judgment in selecting the assumptions that we use to
determine the fair value of the SAFEs and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause differences in
the resulting fair value.
 Cash Flows
 The following
is a summary of cash flows for the three months ended March 31, 2026 and 2025:

 Three Months Ended
March 31,
2026

 Three Months Ended
March 31,
2025

 Net cash (used in) provided by:

 Operating activities

 $
 (1,212,790
 )

 $
 (210,611
 )

 Financing activities

 1,585,000

 307,000

 Net increase in cash

 372,210

 96,389

 Cash at beginning of the period

 1,757,241

 17,276

 Cash at end of the period

 $
 2,129,451

 $
 113,665

 Net cash used in operating activities

 Net cash used in operating activities of $1,212,790 for the three months ended March 31, 2026 was primarily driven by
 non-cash gains that reduced reported net income to cash, including a $13,419,233 change in the fair value of SAFEs and a $4,689,638 remeasurement of an accrued legal settlement liabilitypartially offset by
$2,734,113 of stock-based compensation, $771,931 of net favorable changes in operating assets and liabilities, $20,996 of noncash operating lease expense, and $1,945 of depreciation.

 Net cash used in operating activities of $210,611 for the three months ended March 31, 2025 was primarily attributable to a net loss of $220,351 and net
unfavorable changes in operating assets and liabilities.
 Net cash provided by financing activities

 Net cash provided by financing activities of $1,585,000 for the three months ended March 31, 2026 was attributable to proceeds from the issuance of SAFEs.

 Net cash provided by financing activities of $307,000 for the three months ended March 31, 2025 was attributable to proceeds from the issuance of
SAFEs.
 Contractual Obligations and Commitments
 We
did not have any material commitments or contractual obligations as of March 31, 2026, other than leases under which we lease real estate for office space and a vehicle. These leases have been classified as operating leases.

 As disclosed in our Registration Statement on Form S-4, as amended,
in February 2025 the Company entered into a vehicle lease through January 2028 with aggregate minimum lease payments of $80,519, and in June 2025 the Company entered into an office lease through June 2026 with aggregate minimum lease payments of
$70,270. There were no material new commitments or contractual obligations entered into during the three months ended March 31, 2026.
 Contractual
payments under the leases as of March 31, 2026 are as follows:

 2026

 2027

 2028

 Total

 Vehicle lease

 $
 9,520

 $
 12,694

 $
 1,552

 $
 23,766

 Office lease

 12,013

 — 

 — 

 12,013

 Total

 $
 21,533

 $
 12,694

 $
 1,552

 $
 35,779

 Off-Balance Sheet Arrangements

 As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of
Regulation S-K.
 Critical Accounting Policies and Estimates

 Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have
been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We
base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in our
Registration Statement on Form S-4, as amended. Our most critical accounting policies and estimates continue to relate to (i) the fair value of Simple Agreements for Future Equity, (ii) stock-based
compensation, and (iii) accruals for loss contingencies, including for an expected legal settlement.
 Recently Issued and Adopted Accounting
Pronouncements
 We describe the recently issued accounting pronouncements that apply to us in Note 2 to our condensed financial statements included
elsewhere in this Current Report on Form 8-K.
 Emerging Growth Company Status

 The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides
emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company has reduced disclosure obligations
such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally,
the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

 We also qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended. As a smaller reporting company, we may continue to rely on certain reduced disclosure requirements available to smaller reporting companies.

 Quantitative and Qualitative Disclosure About Market Risk

 As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and pursuant to Item 305 of
Regulation S-K, we are not required to disclose information under this section.

EX-99.3 · d26249dex993.htm

EX-99.3
 9
 d26249dex993.htm
 EX-99.3

 Exhibit 99.3

 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 Introduction
 The following unaudited pro forma
condensed combined financial information as of March 31, 2026 presents the combination of the unaudited consolidated combined financial statements as of March 31, 2026 of GigCapital7 Corp. (the “ Company ”), and to be
known as Hadron Energy, Inc. upon the closing (the “ Closing ”) of the merger that occurred on May 22, 2026 (the “ Merger ”) of MMR Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary
of the Company (“ Merger Sub ”) with and into Hadron Energy, Inc. (the “ Target ”) and the other transactions contemplated by the Business Combination Agreement (the “ Business Combination
Agreement ”) by and between the Company, Merger Sub and Target, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain
Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “ Business Combination ”)) and the unaudited financial statements as of March 31, 2026 of the Target, adjusted to give effect to the
Business Combination and related transactions. Upon the Closing of the Merger, the Target’s name will be changed to Hadron Energy Operating Company Inc. The following unaudited pro forma condensed combined financial statements have been
prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about
Acquired and Disposed Businesses” to depict the accounting for the transaction (“ Transaction Accounting Adjustments ”) and present the reasonably estimable synergies and other transaction effects that have occurred or are
reasonably expected to occur (“ Management’s Adjustments ”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma
condensed combined financial statements.
 The following unaudited pro forma condensed combined financial statements as of March 31, 2026, assumes
that the Business Combination occurred on March 31, 2026. The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the 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 Hadron Energy for the three months ended March 31, 2026, on a pro forma basis as if the Business Combination
had been consummated on January 1, 2025, the beginning of the earliest period presented.
 The unaudited pro forma combined statement of operations
for the year ended December 31, 2025 combines the historical audited statements of operations of GigCapital7 for the year ended December 31, 2025 and the historical audited consolidated statement of operations of Hadron Energy for the year
ended December 31, 2025, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025.
 The unaudited pro forma
condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect the Company’s financial condition upon the Closing of the Merger and the Business Combination (the Company 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 predicting the
future financial condition of the Post-Combination Company. Although it is not expected, the actual financial position of the Post-Combination Company may differ from the pro 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 the Target was derived from the unaudited financial
statements of the Target as of March 31, 2026. This information should be read together with the Company’s and the Target’s financial statements and related notes.

 Description of the Business Combination
 On
September 27, 2025, the Company entered into the Business Combination Agreement with the Target 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 will merge with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Company, resulting in a combined company
whereby the Company will become the parent company of the Target, and substantially all of the assets and the business of the combined company will be held by the Company and its subsidiaries.

 Prior to and as a condition of the Closing, pursuant to the Domestication, GigCapital7 changed its jurisdiction of incorporation by migrating to and
domesticating as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “ DGCL ”), and the Companies Act (as revised) of the Cayman Islands (the “ Companies Act ”).

 The Domestication

 The Company, on May 8, 2026, changed its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a
domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware. The Company has provided its public stockholders the opportunity to
redeem their public shares on the terms and conditions set forth in the Business Combination Agreement and the Company’s governing documents. A total of 16,834,491 public shares have been tendered for redemption and the Company will complete
the redemption of these properly tendered public shares promptly following the consummation of the Business Combination.
 In connection with the
Domestication, (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, on a one-for-one basis, into one (1) share of the Company’s common stock, (ii) each then issued and outstanding Class B ordinary share was converted automatically, on a one-for-one basis, into one (1) share of the Company’s Class B common stock, (iii) each then issued and outstanding warrant of the Company (other than any
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, target or any holder of securities of any of the foregoing.
 The Merger and Consideration

 Following the Domestication, at the Effective Time (as defined in the Business Combination Agreement), by virtue of the Merger, each share of capital stock of
Merger Sub issued and outstanding immediately prior to the effective time of the Merger (the “ Effective Time ”) shall be automatically cancelled and extinguished and converted into 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 the Target (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 the Target as treasury stock, if any (each share covered in subclause (a) and (b), an “ Excluded Share ”), (c) shares held by
stockholders who have 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 is, as
of immediately prior to the date of the Closing, subject to a substantial risk of forfeiture and is not transferable (the “ Target Restricted Shares ”), will be 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 shall be automatically
cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor;

 (c) each option to purchase shares of Target Common Stock (each, a “ Target Option ”) that is outstanding immediately prior to
the Effective Time will be 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) equal to the quotient of (A) the exercise price per share of such Target Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, that the assumption and adjustment
of the unvested Target Options shall be completed in a manner that satisfies the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”) and, with respect to any Target Option intended
to be an “incentive stock option,” Code Section 4249a and the applicable regulations promulgated thereunder;

 (d) each award of the Target Restricted Shares (a “ Target Restricted Share
Award ”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Company such that each Target Restricted Share Award will be converted into an award for a number of restricted shares of the
Company’s common stock (such award, an “ Exchanged RSAs ”), equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Restricted Shares and (y) the Exchange Ratio (as
defined below);
 (e) each of the Target’s Simple Agreements for Future Equity (the “ SAFEs ”) that is outstanding,
immediately prior to the Effective Time will automatically convert into a number of shares of Target Common Stock determined in accordance with the terms of such SAFE, with such shares to be treated as Target Common Stock and will receive the
consideration described above for Target Common Stock at the Effective Time;
 (f) each share of the Company’s Class B common
stock that is outstanding immediately prior to the Effective Time will be, by virtue of the Merger and the applicable provisions of the amended and restated certificate of incorporation of the Company, automatically cancelled and extinguished and
converted into one (1) share of the Company’s common stock; and
 (g) the Company will redeem the public shares properly tendered
for redemption in connection with the Business Combination pursuant to its certificate of incorporation (the “ Redemption ”).
 Pursuant
to the Business Combination Agreement, the consideration to be paid in the Merger in respect of each share of Target Common Stock that is issued and outstanding immediately prior to the Effective Time, will be 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 the Target has any indebtedness outstanding as of the closing of the Merger, the Aggregate Merger Consideration
shall 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 are 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 are 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 shall be automatically cancelled and extinguished and converted into one (1) share of the Company’s common stock.

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

 The Closing
 The Closing of the Merger will occur as
promptly as practicable, but in no event later than three (3) business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as the
Company and the Target may agree.

 Effective immediately following the consummation of the Business Combination, the Company will be renamed
“Hadron Energy, Inc.”
 Accounting Treatment

 The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although the Company will
acquire all of the outstanding equity interests of the Target in the Business Combination, the Company will be treated as the “acquired” company and the Target will be treated as the accounting acquirer for financial statement reporting
purposes. Accordingly, the Business Combination will be treated as the equivalent of the Target issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with
no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Target.
 The Target has been determined
to be the accounting acquirer based on evaluation of the following facts and circumstances:

 •

 The shareholders of the Target will have the greatest voting interest in the Post-Combination Company;

 •

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

 •

 The Target will comprise the ongoing operations of the Post-Combination Company;

 •

 The Target’s existing senior management will be the senior management of the Post-Combination Company;

 •

 The Target’s headquarters will become the Post-Combination Company’s headquarters; and

 •

 The Post-Combination Company will assume 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 the Target have not had any historical relationship prior to the Business
Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2026

 (unaudited)

 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
 )

 — 

 Deriviateve asset

 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

 $
 1,832,385

 (B
 )

 $
 (1,475,191
 )

 $
 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

 13,761,559

 (16,752,528
 )

 769,520

 Operating lease liabilities, net of current portion

 — 

 10,022

 — 

 10,022

 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

 (51,276,688
 )

 1,962,184

 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

 — 

 Additional paid-in capital

 15,302,583

 (B
 )

 (2,488,193
 )

 81,086,264

 (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
 )

 (59,001,038
 )

 (B
 )

 (1,222,671
 )

 (59,001,038
 )

 (G
 )

 5,858,092

 Total shareholders’ equity (deficit)

 (4,634,088
 )

 (43,698,200
 )

 70,428,252

 22,095,964

 TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY
(DEFICIT)

 $
 213,715,571

 $
 4,597,541

 $
 (194,254,964
 )

 $
 24,058,148

 Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

 The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as
follows:

 (A)
 Reflects the liquidation and reclassification of the $213,506,528 of funds held in the Company’s trust
account that after the May 2026 redemptions resulted in the release of $33,911,059 held in the trust account upon consummation of the Business Combination. Additionally, a forward stock purchase agreement was entered into for a purchase amount of
$5,851,464 paid at closing from the cash released from the GigCapital7 trust account.

 (B)
 Reflects estimated transaction costs of $7,332,839 incurred by the Company and the Target of $4,844,646 and
$2,488,193, respectively. These transactions costs are directly incremental and attributable to the Business Combination and are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. For the Company’s transaction costs, $333,683 is included in accounts payable and an
aggregate of $3,288,292 is included in accrued legal services and accrued liabilities in its unaudited condensed consolidated balance sheet as of March 31, 2026. None of the transaction costs have been paid as of the pro forma balance sheet
date. The remaining estimate of costs to be incurred of $1,222,671 is reflected as an adjustment to accumulated deficit. For the Target’s transaction costs, $2,290,926 was capitalized as deferred transaction costs, $1,475,191 was included in
accounts payable on its unaudited condensed balance sheet as of March 31, 2026. The estimate of costs to be incurred of $2,488,193 is reflected as an adjustment to additional paid-in capital.

 (C)
 Reflects the conversion of the Target’s SAFEs into 3,450,990 shares of the Post-Combination
Company’s common stock and the reclassification of its fair value of the SAFEs of $34,524,160 into the equity of Post-Combination Company. The conversion of the Target’s SAFEs into shares of the Post-Combination Company’s common
stock was derived based on the overall valuation and valuation cap included in each SAFE agreement. This result was then adjusted for the exchange of shares to be received in the Post-Combination Company.

 (D)
 Reflects the reclassification of the 16,834,491 Class A ordinary shares of the Company redeemed at a
balance of $180,342,376, which includes interest income after March 31, 2026 to stockholders’ equity of the Post-Combination Company and the immediate conversion of the remaining shares of the Company’s public shares into shares of
the Post-Combination Company’s common stock on a one-to-one basis. This adjustment impacts the Post-Combination Company’s common stock (based on the par
value of $0.0001 per share) of $2,000 and the remainder of $33,809,059 is recorded in additional paid-in capital.

 (E)
 Reflects the reclassification of the par value of the 13,333,333 Class B ordinary shares of the Company of
$1,333 and 924,167 shares of Target Common Stock of $255 classified under stockholders’ equity into the Post-Combination Company’s common stock.

 (F)
 Reflects the issuance of 71,498,842 shares of Post-Combination Company common stock to stockholders of the Post-Combination Company. This adjustment impacts the Post-Combination Company’s common stock (based on the par value of $0.0001 per share) and additional paid-in
capital by $7,150.

 (G)
 Reflects the elimination of the Company’s historical accumulated deficit of the Company, the accounting
acquiree after recording the transaction costs as described in (B) above.

 (H)
 Reflects the reclass of the legal settlement liability of $11,655,362 on the Target’s unaudited condensed
balance sheet as of March 31, 2026 that will be issued and settled as equity.

 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF

 OPERATIONS FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2026

 GigCapital7
Corp.

 Hadron
Energy, Inc.

 Pro Forma
Adjustments

 Pro Forma
Statement of
Operations

 Operating expenses

 General and administrative

 $
 1,675,288

 $
 1,562,910

 $
 — 

 $
 3,238,198

 Research and development

 — 

 442,807

 — 

 442,807

 Stock-based compensation

 — 

 2,734,112

 — 

 2,734,112

 Depreciation

 — 

 1,945

 — 

 1,945

 Change in fair value of legal settlement liability

 — 

 (4,689,637
 )

 (I
 )

 4,689,637

 — 

 Total operating expenses

 1,675,288

 52,137

 4,689,637

 6,417,062

 Loss from operations

 (1,675,288
 )

 (52,137
 )

 (4,689,637
 )

 (6,417,062
 )

 Other income (expense)

 Change in fair value of Simple Agreements for Future Equity (SAFEs)

 — 

 13,419,233

 (J
 )

 (13,419,233
 )

 — 

 Change in fair value of warrants and derivative liability

 356,891

 — 

 — 

 356,891

 Interest Expense

 (15,220
 )

 — 

 — 

 (15,220
 )

 Interest and dividend income on marketable securities held in Trust Account

 1,869,218

 — 

 (K
 )

 (1,869,218
 )

 — 

 Income (loss) before provision for income taxes

 535,601

 13,367,096

 (19,978,088
 )

 (6,075,391
 )

 Provision for income taxes

 — 

 — 

 — 

 — 

 Net income (loss) and comprehensive (loss)

 $
 535,601

 $
 13,367,096

 $
 (19,978,088
 )

 $
 (6,075,391
 )

 Undistributed earnings allocated to participating securities

 $
 (257,544
 )

 (L
 )

 $
 257,544

 — 

 Net income (loss) attributable to common shareholders

 $
 535,601

 $
 13,109,552

 $
 (19,720,544
 )

 $
 (6,075,391
 )

 Weighted-average share outstanding of Post-Combination Company Common Stock - basic and
diluted

 — 

 — 

 — 

 (M
 )

 71,498,842

 Basic and diluted net loss per share - Post-Combination Company Common Stock

 $
 — 

 $
 — 

 $
 — 

 $
 (0.08
 )

 Net income attributable to Class A ordinary shares subject to possible redemption

 $
 321,361

 Basic and diluted weighted-average shares outstanding, Class A ordinary shares subject to
possible redemption

 20,000,000

 Basic and diluted net income per share, Class A ordinary shares subject to possible
redemption

 $
 0.02

 Net income (loss) attributable to Class B
 non-redeemable ordinary shares

 $
 214,240

 Basic and diluted weighted-average Class B
 non-redeemable ordinary shares outstanding

 13,333,333

 Basic and diluted net income (loss) per share, Class B
 non-redeemable ordinary shares

 $
 0.02

 Weighted-average share outstanding of Hadron Energy common stock basic

 921,519

 Basic net income (loss) per share - Hadron Energy Common Stock

 $
 14.23

 Weighted-average share outstanding of Hadron Energy common stock diluted

 985,863

 Diluted net income (loss) per share - Hadron Energy Common Stock

 $
 (0.30
 )

 Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year
ended March 31, 2026
 The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information
is obtained, are as follows:

 (I)
 Reflects the elimination of $4,689,637 of income from the Change in fair value of legal settlement liability
that was settled upon closing of the Business Combination.

 (J)
 Reflects the elimination of remeasurement losses on Hadron Energy SAFEs of $13,419,233 upon consummation of the
Business Combination.

 (K)
 Reflects the elimination of interest and dividend income of $1,869,218 on the marketable securities held in the
Trust Account as if the Business Combination was considered effective on January 1, 2025.

 (L)
 Reflects the elimination on $257,544 of undistributed earnings due to the overall net loss position on the Pro
Forma Statement of Operations.

 (M)
 Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and
assumes that the Business Combination had occurred on January 1, 2025 and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period
presented.

 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED
DECEMBER 31, 2025 (Unaudited)

 GigCapital7
Corp.

 Hadron
Energy, Inc.

 Pro Forma
Adjustments

 Pro Forma
Statement of
Operations

 Operating expenses

 General and administrative

 $
 3,340,796

 $
 19,329,987

 — 

 $
 22,670,783

 Research and development

 — 

 550,971

 — 

 550,971

 Stock-based compensation

 — 

 12,565,721

 — 

 12,565,721

 Depreciation

 — 

 6,411

 — 

 6,411

 Total operating expenses

 3,340,796

 32,453,090

 — 

 35,793,886

 Loss from operations

 (3,340,796
 )

 (32,453,090
 )

 — 

 (35,793,886
 )

 Other income (expense)

 Change in fair value of Simple Agreements for Future Equity

 — 

 (39,321,489
 )

 (N
 )

 39,321,489

 — 

 Change in fair value of warrants

 (1,283,055
 )

 — 

 — 

 (1,283,055
 )

 Interest income

 710

 — 

 — 

 710

 Interest and dividend income on marketable securities held in Trust Account

 8,448,606

 — 

 (O
 )

 (8,448,606
 )

 — 

 Income (loss) before provision for income taxes

 3,825,465

 (71,774,579
 )

 30,872,883

 (37,076,231
 )

 Provision for income taxes

 — 

 — 

 — 

 — 

 Net income (loss) and comprehensive (loss)

 $
 3,825,465

 $
 (71,774,579
 )

 $
 30,872,883

 $
 (37,076,231
 )

 Weighted-average share outstanding of Post-Combination Company Common Stock - basic and
diluted

 (P
 )

 71,498,842

 Basic and diluted net loss per share - Post-Combination Company Common Stock

 $
 (0.52
 )

 Net income attributable to Class A ordinary shares subject to possible redemption

 $
 2,295,279

 Basic and diluted weighted-average shares outstanding, Class A ordinary shares subject to
possible redemption

 20,000,000

 Basic and diluted net income per share, Class A ordinary shares subject to possible
redemption

 $
 0.11

 Net income (loss) attributable to Class B
 non-redeemable ordinary shares

 $
 1,530,186

 Basic and diluted weighted-average Class B
 non-redeemable ordinary shares outstanding

 13,333,333

 Basic and diluted net income (loss) per share, Class B
 non-redeemable ordinary shares

 $
 0.11

 Weighted-average share outstanding of Hadron Energy common stock basic and diluted - common
stock

 914,000

 Basic and diluted net loss per share - Hadron Energy Common Stock

 $
 (78.53
 )

 Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year
ended December 31, 2025
 The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional
information is obtained, are as follows:

 (N)
 Reflects the elimination of remeasurement losses on Hadron Energy SAFEs of $39,321,489 as if the Business
Combination was considered effective on January 1, 2025.

 (O)
 Reflects the elimination of interest and dividend income of $8,448,606 on the marketable securities held in the
Trust Account as if the Business Combination was considered effective on January 1, 2025.

 (P)
 Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and
assumes that the Business Combination had occurred on January 1, 2025, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period
presented.

EX-3.1 · d26249dex31.htm

EX-3.1
 2
 d26249dex31.htm
 EX-3.1

 Exhibit 3.1

 AMENDED AND RESTATED

 CERTIFICATE OF INCORPORATION

 OF
 GIGCAPITAL7 CORP.

 May 22, 2026
 GigCapital7 Corp., a
corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), DOES HEREBY CERTIFY AS FOLLOWS:

 1.
 The name of the Corporation is “ GigCapital7 Corp. ”. The original certificate of
incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 8, 2026 (the “ Original Certificate ”), which was filed concurrently with the certificate of corporate domestication in
connection with the domestication of GigCapital7 Corp., as an exempted company limited by shares duly incorporated and validly existing under the laws of the Cayman Islands, to a Delaware corporation.

 2.
 This Amended and Restated Certificate of Incorporation (the “ Amended and Restated
Certificate ”), which both restates and amends the provisions of the Original Certificate, was duly adopted in accordance with the laws of the Cayman Islands and the Corporation’s Cayman constitutional documents, and effected
pursuant to Section 388 of the General Corporation Law of the State of Delaware, as amended from time to time (the “ DGCL ”).

 3.
 This Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State
of Delaware.

 4.
 The text of the Original Certificate is hereby restated and amended in its entirety to read as follows:

 ARTICLE I

 NAME
 The name of the
corporation is “ Hadron Energy, Inc. ” (the “ Corporation ”).
 ARTICLE II

 PURPOSE
 The purpose of
the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).

 ARTICLE III
 REGISTERED
AGENT
 The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Corporation Trust
Center in the City of Wilmington, County of New Castle, State of Delaware, 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

 ARTICLE IV

 CAPITALIZATION

 Section 4.1 Authorized Capital Stock . The total number of shares of all classes of capital stock which the Corporation is
authorized to issue is 625,000,000 shares, consisting of (a) 615,000,000 shares of common stock, par value $0.0001 per share (the “ Common Stock ”), and (b) 10,000,000 shares of preferred stock, par value
$0.0001 per share (the “ Preferred Stock ”).
 Section 4.2 Preferred Stock . The Preferred Stock may be
issued from time to time in one or more series. The Board of Directors of the Corporation (the “ Board ”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of
Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if
any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a
“ Preferred Stock Designation ”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

 Section 4.3 Common Stock Section 4.1 .

 (a) Voting.

 (i) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation),
the holders of the shares of Common Stock shall exclusively possess all voting power with respect to the Corporation.
 (ii)
Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to
the stockholders of the Corporation on which the holders of the shares of Common Stock are entitled to vote.
 (iii) Except
as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, the holders of the shares of Common Stock shall have the
exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders of the Corporation. Notwithstanding the foregoing, except as otherwise required by law or this Amended and Restated
Certificate (including any Preferred Stock Designation), the holders of the shares of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any amendment to any Preferred Stock Designation)
that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote
thereon pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

 2

 (b) Dividends . Subject to applicable law, the rights, if any, of the holders of any
outstanding series of the Preferred Stock, the holders of the shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon
by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

 (c) Liquidation, Dissolution or Winding Up of the Corporation . Subject to applicable law, the rights, if any, of the holders of any
outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the
holders of the shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

 Section 4.4 Rights and Options . The Corporation has the authority to create and issue rights, warrants and options entitling the
holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise
price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the
par value thereof.
 ARTICLE V

 BOARD OF DIRECTORS

 Section 5.1 Board Powers . The business and affairs of the Corporation shall be managed by, or under the direction of, the Board.
In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation (as they may be amended from time to time, “ Bylaws ”), the Board
is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and any Bylaws adopted by
the stockholders of the Corporation; provided , however , that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

 Section 5.2 Number, Election and Term.

 (a) The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred
Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.

 3

 (b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as
nearly equal in number as possible and designated Class I, Class II, and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II, or Class III. The term of the initial
Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, the term of the initial Class II Directors shall expire at the second
annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and the term of the initial Class III directors shall expire at the third annual meeting of the stockholders following
the effectiveness of this Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this
Amended and Restated Certificate, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a three year term or until the election and qualification of their respective
successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors that constitutes the Board is changed, any increase or decrease shall be apportioned by the Board among the
classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Subject to the rights of the
holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast
by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the
aforesaid classes at the time this Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.

 (c) Subject to Section 5.5 hereof, a director shall hold office until the next annual meeting for the year in which his or her term
expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

 (d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. The holders of
shares of Common Stock shall not have cumulative voting rights.
 Section 5.3 Newly Created Directorships and Vacancies .
Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be
filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the
full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation,
retirement, disqualification or removal.
 Section 5.4 Removal . Subject to Section 5.5 hereof, any or all of the directors
may be removed from office, but only for cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting
together as a single class, at a meeting called for that purpose.

 4

 Section 5.5 Preferred Stock—Directors . Notwithstanding any other provision
of this Article V , and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the
filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock
Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

 ARTICLE VI
 BYLAWS

 In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly
authorized to adopt, amend, alter or repeal the Bylaws by the affirmative vote of a majority of the total number of directors present at a regular or special meeting of the Board at which there is a quorum or by unanimous written consent. The Bylaws
also may be adopted, amended, altered or repealed by the stockholders of the Corporation; provided , however , that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by
this Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to adopt, amend, alter or repeal the Bylaws; and provided further , however , that no Bylaws
hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

 ARTICLE VII
 SPECIAL
MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
 Section 7.1 Special Meetings . Subject to the rights, if any, of the
holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or
the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of the Corporation to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of
stockholders of the Corporation may not be called by another person or persons.
 Section 7.2 Advance Notice . Advance notice of
stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

 Section 7.3 Action by Written Consent . Except as may be otherwise provided for or fixed pursuant to this Amended and Restated
Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a
duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders of the Corporation.

 5

 ARTICLE VIII

 LIMITED LIABILITY; INDEMNIFICATION

 Section 8.1 Limitation of Director Liability . A director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless a
director violated his or her duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or
derived improper personal benefit from his or her actions as a director. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or repeal.
 Section 8.2 Indemnification and
Advancement of Expenses .
 (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the
Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “ proceeding ”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an
“ indemnitee ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent,
against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with
such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its
final disposition; provided , however , that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of
the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred
by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.
Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

 6

 (b) The rights to indemnification and advancement of expenses conferred on any indemnitee by
this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or
otherwise.
 (c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the
adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the
Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of
such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of
such inconsistent provision.
 (d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner
authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.
 ARTICLE IX

 CORPORATE OPPORTUNITY

 Section 9.1 Corporate Opportunities and Non-Employee Directors .

 (a) In recognition and anticipation that members of the Board who are not employees of the Corporation (the “ Non -Employee Directors ”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation,
directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and
define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Non-Employee Directors or their respective
Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. For purposes of this Article IX , (i) “ Affiliate ” shall mean,
(a) in respect of each Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and
any entity that is controlled by the Corporation) and (b) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “ Person ” shall mean any individual,
corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.
 (b) No Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her
Affiliates (such Persons being referred to, collectively, as “ Identified Persons ” and, individually, as an “ Identified Person ”) shall, to the fullest extent permitted by law, have any duty to
refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the
Corporation or any of its Affiliates, and, to the fullest extent

 7

permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact
that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity
which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 9.1(c) of this Article IX. Subject to said Section 9.1(c) of this Article IX, in the
event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person
shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the
Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such
corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.
 (c) The
Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an
officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section 9.1(b) of this Article IX shall not apply to
any such corporate opportunity.
 (d) In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate
opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is unable, financially or legally, or is not contractually permitted to undertake,
(ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

 (e) To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the
Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.
 (f) Neither the
alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Amended and Restated Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall eliminate or reduce the
effect of this Article IX in respect of any corporate opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment,
addition, repeal or adoption.

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 ARTICLE X

 AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF

 INCORPORATION
 The
Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the
laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII , all rights,
preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right
reserved in this Article X .
 ARTICLE XI

 EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

 Section 11.1 Forum .

 (a) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall
be the sole and exclusive forum for (i) any derivative action or proceeding brought in the name or right of the Corporation or on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any
director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action or proceeding arising or asserting a claim arising pursuant to any provision of the DGCL, this
Amended and Restated Certificate (including any Preferred Stock Designation) or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action to interpret, apply, enforce or determine
the validity of this this Amended and Restated Certificate (including any Preferred Stock Designation) or the Bylaws or (v) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of
Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless the Corporation consents 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 right of the Corporation, shall bring any or all such claims only in the Court of Chancery of the State of Delaware or the United States
District Court for the District of Delaware, if such claims relate to the business of the Corporation, the conduct of its affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, subject to such Court of
Chancery of the State of Delaware or the United States District Court for the District of Delaware, as applicable having personal jurisdiction over the indispensable parties named as defendants therein.

 If any action, the subject matter of which is within the scope of this Section 11.1(a), is filed in a court other than a court located
within the State of Delaware (a “ Foreign Action ”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the
State of Delaware in connection with any action brought in any such court to enforce this Section 11.1(a) (an “ FSC Enforcement Action ”) and (ii) having service of process made upon such stockholder in any such FSC
Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder, in each case to the fullest extent permitted by law. To the fullest extent permitted by applicable law, any person or entity
purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 11.1(a).

 9

 (b) Unless the Corporation consents in writing to the selection of an alternative forum, the
U.S. federal district courts shall, 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 of 1933, as amended. To the fullest extent
permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 11.1(b). Notwithstanding
anything herein to the contrary, this Section 11.1(b) shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or the rules and
regulations under the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction.
 Section 11.2
 Equitable Relief . Failure to enforce the provisions contained in this Article XI would cause the Corporation irreparable harm, and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to
enforce the foregoing provisions.
 ARTICLE XII

 SEVERABILITY
 If any
provision or provisions (or any part thereof) of this Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent
permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph
of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities
and circumstances shall not in any way be affected or impaired thereby, and (ii) the provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate
containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or
for the benefit of the Corporation to the fullest extent permitted by law.
 [Signature page follows.]

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 IN WITNESS WHEREOF, GigCapital7 Corp. has caused this Amended and Restated Certificate to be
duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

 GIGCAPITAL7 CORP.

 By:

 /s/ Samuel Gibson

 Name:

 Samuel Gibson

 Title:

 Chief Executive Officer

 [ Signature Page to Amended and Restated Certificate of Incorporation ]