GigCapital7 Corp美股招股说明书(2026-04-15版)

(TO BE RENAMED “HADRON ENERGY, INC.” EFFECTIVE IMMEDIATELY FOLLOWINGTHE CONSUMMATION OF THE BUSINESS COMBINATION DESCRIBED HEREIN) The board of directors of GigCapital7 Corp., a Cayman Islands exempted company (“GigCapital7”), has unanimously approved and determined to bein the best interests of GigCapital7 and its shareholders (“you”) to enter into the business combination by and among GigCapital7, MMR Merger Sub,Inc., a Delaware corporation and a direct wholly owned subsidiary of GigCapital7 (“Merger Sub”), and Hadron Energy, Inc., a Delaware corporation(referred to herein prior to the Business Combination (as defined below) as “Hadron Energy”, and, subsequent to the Business Combination, as“Hadron Energy Opco”), pursuant to which, (1)at the closing of the transactions contemplated by the Business Combination Agreement (as definedbelow) (the “Closing”) and following the Domestication (as defined below), Merger Sub will merge with and into Hadron Energy(the “Merger”), withHadron Energysurviving as a wholly-owned subsidiary ofGigCapital7, pursuant to the terms and subject to the conditions set forth in the BusinessCombination Agreement, dated as of September27, 2025 (the “Signing Date”), by and among GigCapital7, Merger Sub and Hadron Energy, attached tothis proxy statement/prospectus asAnnex A(as it may be amended, modified, supplemented or otherwise modified from time to time in accordance withits terms, the “Business Combination Agreement”), resulting in a combined company wherebyGigCapital7 will become the sole stockholder ofHadron Energy Opco, and substantially all of the assets and the business of the combined company will be held and operated by Hadron Energy Opco,as more fully described elsewhere in this proxy statement/prospectus; (2)GigCapital7will domesticate (the “Domestication”) as a Delawarecorporation (following the Domestication, “Domesticated GigCapital7”) in accordance with the Delaware General Corporation Law (“DGCL”), theCompanies Act (as revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association ofGigCapital7 (as may be amended from time to time, the “Cayman Constitutional Documents”), and (3)the other transactions contemplated by theBusiness Combination Agreement and documents related thereto will be consummated (such transactions, together with the Merger and theDomestication, the “Business Combination”). Effective immediately following the consummation of the Business Combination, DomesticatedGigCapital7 will be renamed “Hadron Energy, Inc.” In order to cover ongoing expenses related to GigCapital7’s operations and the consummation of the business combination and to finance transactioncosts in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of GigCapital7’s officers and directorsmay, but are not obligated to, loan GigCapital7 funds as may be required (“Working Capital Loans”). As of the date of this proxystatement/prospectus, there is $148,000 in principal amount of Working Capital Loans outstanding to the Sponsor (as such term is defined below). In connection with the Domestication, the existing governing documents of GigCapital7 will be amended and restated and become the ProposedDomestication Organizational Documents (as defined below) of Domesticated GigCapital7 as described in this proxy statement/prospectus. Upon theeffectiveness of the Domestication, (i)each of the then issued and outstanding ClassA ordinary shares, par value $0.0001 per share, of GigCapital7(each an “GigCapital7ClassA Ordinary Share”) (other than any GigCapital7 ClassA Ordinary Share included in the units of GigCapital7 sold in theinitial public offering, consisting of one (1)GigCapital7ClassA Ordinary Shareand one (1)redeemable warrant to purchase aGigCapital7ClassAOrdinary Shareat an initial exercise price of $11.50 per share (such units, the “Cayman GigCapital7 Units”)), will convert automatically, on aone-for-one basis, into one (1)share of common stock, par value $0.0001 per share, of Domesticated GigCapital7 (each a “Domesticated GigCapital7Common Stock”), (ii) each then issued and outstanding ClassB ordinary shares, par value $0.0001 per share, of GigCapital7 (each, a “GigCapital7ClassBOrdinary Share” and together with GigCapital7 ClassA Ordinary Shares, the“Ordinary Shares”) shall Table of Contents convert automatically, on a one-for-one basis, into one (1)share of ClassB common stock of Domesticated GigCapital7 (each a “DomesticatedGigCapital7 ClassB Common Stock”) (iii) each then issued and outstanding warrant of GigCapital7 (each a “Cayman GigCapital7 Warrant”) (otherthan any warrants to purchase GigCapital7 ClassA Ordinary Shares, at an initial exercise price of $11.50 per share, included in the Cayman GigCapital7Units sold in the initial public offering (the “Cayman GigCapital7 Public Warrants”)) shall convert automatically into a warrant to acquire one(1)share of Domesticate