Hadron Energy Inc美股招股说明书(2026-06-25版)

Up to 28,719,000 Shares of Common Stock Up to 57,432,395 shares of Common Stock by the Selling Securityholders3,719,000 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us of an aggregate of up to 28,719,000shares of common stock, $0.0001 par value per share, (the“Common Stock”) of Hadron Energy, Inc. (“Hadron Energy” or the “Company”), which consists of (i)up to 20,000,000 shares of Common Stock thatare issuable upon the exercise of 20,000,000 warrants, each exercisable for one share of Common Stock at a price of $11.50 per warrant (the “PublicWarrants”), originally issued in the initial public offering (“IPO”) of GigCapital7 Corp. (“GigCapital7”) by the holders thereof, (ii)up to 3,719,000shares of Common Stock that are issuable upon the exercise of 3,719,000 private placement warrants, each exercisable for one share of Common Stockat a price of $11.50 per warrant (the “Private Warrants”), originally issued in the private placement of units that closed concurrently with the IPO, and(iii)up to 5,000,000 shares of Common Stock that are issuable upon the exercise of 5,000,000 warrants, each exercisable for one share of CommonStock at a price of $12.00 per warrant (the “Hadron Private Warrants”), originally issued at the closing of the merger (the “Merger”) between MMRMerger Sub, Inc. (“Merger Sub”) and Hadron Energy Operating Company, Inc. (“Hadron OpCo”) in exchange for warrants previously issued by HadronOpCo (the Hadron Private Warrants, together with the Public Warrants and the Private Warrants, the “Warrants”). We will receive the proceeds from any exercise of any Warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingSecurityholders”) of up to 57,432,395 shares of Common Stock and warrants to purchase up to 3,719,000 shares of Common Stock, consisting of (i)10,207,246 shares of Common Stock (the “Founder Shares”) initially acquired by our predecessor’s sponsor, GigAcquisitions7 Corp., a Cayman Islandsexempted company (the “Sponsor”), at an effective purchase price of $0.00979696 per share, of which the Sponsor retains 9,932,246 shares andpreviously transferred 100,000 shares to the Philharmonic-Symphonic Society of New York (the “NY Philharmonic”) as a charitable contribution, and175,000 shares to Yield Point NY LLC (“Yield Point”) in a sale on January21, 2026 for an aggregate purchase price of $148,750, (ii)3,126,087 sharesof Common Stock (the “Private Placement Shares”) acquired by certain non-managing investors in private placements of shares prior to the IPO(300,000 shares) at an effective purchase price of $0.01 per share or concurrently with the IPO (2,826,087 shares) at an effective purchase price of $1.15per share, (iii)44,099,062 shares of Common Stock (“Closing Shares”) issued to former holders of shares of common stock of Hadron OpCo as mergerconsideration for such shares in connection with the Business Combination, which are parties to the Amended and Restated Registration RightsAgreement, dated May22, 2026, and the closing price of the shares issued as merger consideration on such date was $5.16 per share, and (iv) 3,719,000Private Warrants issued to the Sponsor as a part of the units in the private placement, at an effective purchase price of $11.50 per warrant. We will notreceive any proceeds from the sale of shares of Common Stock or Private Warrants by the Selling Securityholders pursuant to this prospectus. However,we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage,accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale ofsecurities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholders are setforth in this prospectus under the heading “Description of Securities.” We could receive up to an aggregate of approximately $333million if all of the Warrants are exercised for cash. However, we will only receivesuch proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receivefrom any of their exercise, are highly dependent on the price of our shares of Common Stock and the spread between the exercise price of the Warrantsand the price of our Common Stock at the time of exercise. We have outstanding (i) 20,000,000 Public Warrants to purchase 20,000,000 shares of ourCommon Stock, exercisable at an exercise price of $11.50 per warrant, (ii)3,719,000 Private Warrants to purchase 3,719,000 shares of our CommonStock, exercisable at an exercise price of $11.50 per warrant, and (iii) 5,000,000 Hadron Private Warrants to purchase 5,000,000 shares of our CommonStock, exercisable at an exercise price of $12.00 per