GigCapital7 Corp.

Current report

Item 1A. Risk Factors.

Current report

Risks Related to GigCapital7 and the Business Combination

Current report

Our directors and officers, our Sponsor and each of their affiliates have interests in the Business Combination and the proposals described in this Quarterly Report that are different from, or in addition to and/or in conflict with, those of our shareholders generally.

Current report

Our Sponsor and our directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of our shareholders generally. These interests include, among other things:

Current report

• Our Sponsor purchased one Class B ordinary share for a purchase price of $0.0001 on May 8, 2024, and subsequently on May 31, 2024 purchased 16,999,999 Class B ordinary shares for an aggregate purchase price of $100,000, or $0.00588235 per share, in a private placement prior to the consummation of our IPO. Following certain surrenders, forfeitures and dispositions, our Sponsor currently holds 10,107,246 Founder Shares. Our Sponsor also purchased 3,719,000 private placement warrants for $58,060, or $0.01561 per private placement warrant, in private placements that closed simultaneously with our IPO. Our Sponsor is controlled by Dr. Avi S. Katz, our Chairman and Chief Executive Officer, and Dr. Raluca Dinu, a member of our board of directors (the “Board”), who share voting and investment discretion with respect to the Founder Shares and the private placement warrants held by our Sponsor. Drs. Katz and Dinu have an economic interest in 10,107,246, or 100% of the Founder Shares held by our Sponsor.

Current report

• Given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of our Class A ordinary shares included in our units sold in our IPO, our Sponsor may earn a positive rate of return on its respective investments even if the shares of the Domesticated Purchaser Common Stock trade below $10.00 per share and the holders of our public shares (the “Public Shareholders”) experience a negative rate of return following the Closing. Accordingly, the economic interests of our Sponsor diverge from the economic interests of Public Shareholders because our Sponsor will realize a gain on its respective investments from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

Current report

• Our Sponsor will lose its entire investment in us if we do not complete a business combination by May 28, 2026 (or if such date is extended at a duly called meeting of our shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten (10) business days thereafter, we are required to redeem the public shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless. In such event, the 10,107,246 Founder Shares purchased by our Sponsor for approximately $100,000 would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 3,719,000 private placement warrants that our Sponsor paid $58,060 to purchase will expire worthless.

Current report

• Our Sponsor has agreed not to redeem any of the Founder Shares or ordinary shares held by it in connection with a shareholder vote to approve the Business Combination.

Current report

• Dr. Avi Katz, our Chairman and Chief Executive Officer, and Dr. Raluca Dinu, will continue as directors of Domesticated GigCapital7 following the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the board of directors of Domesticated GigCapital7 (the “Domesticated GigCapital7 Board”) determines to pay to its directors.

Current report

• In connection with the Closing, our Sponsor, officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to us. As of the date of this Quarterly Report, there were no working capital loans.

Current report

• All members of the Domesticated GigCapital7 Board and all executive officers of Domesticated GigCapital7 will be eligible for awards under the equity incentive plan that will be submitted to our shareholders for adoption in connection with the Business Combination (the “New Equity Incentive Plan”) and, thus, have a personal interest in the approval of the New Equity Incentive Plan. Nevertheless, our Board believes that it is important to provide incentives and rewards for superior performance and the retention of executive officers and experienced directors, among others, by adopting the New Equity Incentive Plan.

Current report

• Because we have certain provisions in our organizational documents that waive the corporate opportunities doctrine on an ongoing basis, our officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to us. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in our organizational documents did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.

Current report

• Pursuant to the Registration Rights Agreement, our officers and directors, our Sponsor and its members and certain other security holders named therein (including institutional non‑managing investors) will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Domesticated Purchaser Common Stock and Domesticated GigCapital7 warrants held by such parties following the consummation of the Business Combination.

Current report

As a result of the foregoing interests, our Sponsor and our directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders.

Current report

The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of us and our shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals that we will be making to our shareholders in our joint prospectus/proxy statement (the “Shareholder Proposals”).

Current report

The financial and personal interests of our Sponsor, as well as our directors and officers, may have influenced their motivation in identifying and selecting Hadron Energy as a business combination target, completing an initial business combination with Hadron Energy and influencing the operation of the business following the initial business combination. In considering the recommendations of the Board to vote for the Shareholder Proposals, its shareholders should consider these interests.

Current report

We do not know how many Public Shareholders may exercise their redemption rights. If a larger number of public shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to Domesticated GigCapital7 following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by our governing documents under Cayman law (the “Cayman Constitutional Documents”). If you are in need of immediate liquidity, you could attempt to sell your public shares in the open market; however, at such time our public shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate, or you are able to sell your public shares in the open market.

Current report

Our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates may elect to purchase public shares or public warrants, which may influence a vote on the Business Combination and reduce the public “float” of the public shares or public warrants.

Current report

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding us or our securities, our officers and directors and/or their affiliates may enter into a written plan to purchase our securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time at or prior to the extraordinary general meeting, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of certain proposals that will be addressed in the joint prospectus/proxy statement (the “Condition Precedent Proposals”) or not redeem their public shares. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or warrants in such transactions.

Current report

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Condition Precedent Proposals, (2) reduce the number of public warrants outstanding or (3) increase the amount of cash available to Domesticated GigCapital7 following the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination which may not otherwise have been possible.

Current report

In addition, if such purchases are made, the public “float” of our and Domesticated GigCapital7 securities may be reduced and the number of beneficial holders of our and Domesticated GigCapital7 securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Current report

Our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates anticipate that they may identify the securityholders with whom they may pursue privately negotiated transactions by either the securityholders contacting us or Hadron Energy directly or by our receipt of redemption requests submitted by shareholders (in the case of public shares) following the mailing of the proxy materials in connection with the Business Combination. Our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates will select which securityholders to purchase securities from based on the negotiated price and number of securities and any other factors that they may deem relevant, and will be restricted from purchasing securities if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. To the extent that our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates purchase public shares in compliance with the requirements of Rule 14e-5under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Current report

Our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates were to purchase public shares or warrants, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

Current report

• the possibility that our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates may purchase public shares or warrants outside the redemption process, along with the purpose of such purchases;

Current report

• if our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates were to purchase public shares from Public Shareholders, they would do so at a price no higher than the redemption price for such public shares (the “Redemption Price”);

Current report

• any of our securities purchased by our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

Current report

• our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

Current report

• we will disclose in a Current Report on Form 8-K, before the extraordinary general meeting, the following material items:

Current report

• the amount of securities purchased outside of the redemption offer by our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates, along with the purchase price;

Current report

• the purpose of the purchases by our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates;

Current report

• the impact, if any, of the purchases by our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

Current report

• the identities of the security holders who sold to our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, our or Hadron Energy’s directors, officers, advisors and their affiliates; and

Current report

• the number of public shares for which we have received redemption requests pursuant to our redemption offer.

Current report

Entering into any such arrangements may have a depressive effect on the price of the Domesticated Purchaser Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. In addition, the public “float” of our public shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

Current report

We cannot assure you that our diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Hadron Energy’s business, including any material omissions or misstatements contained in our filings with the SEC relating to the Business Combination, than an investor in an underwritten initial public offering.

Current report

Even though we conducted due diligence on Hadron Energy, this diligence may not have surfaced all material issues with Hadron Energy, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of Hadron Energy’s and outside of our or Domesticated GigCapital7’s control may later arise.

Current report

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Hadron Energy pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to investors for any material misstatement or omissions in the quarterly report. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the Domesticated Purchaser Common Stock that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material misstatement or omissions in the registration statement or this Quarterly Report. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on Domesticated GigCapital7’s financial condition, results of operations and the share price of Domesticated Purchaser Common Stock, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

Current report

We (or Domesticated GigCapital7) will not have any right to make damage claims against Hadron Energy for the breach of any representation, warranty or covenant made by Hadron Energy in the Business Combination Agreement.

Current report

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. As a result, we (or Domesticated GigCapital7) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Hadron Energy at the time of the Business Combination.

Current report

Our shareholders will experience dilution due to the issuance of shares of Domesticated Purchaser Common Stock and securities convertible into the shares of Domesticated Purchaser Common Stock to the Hadron Energy stockholders as consideration in the Business Combination.

Current report — wording carried from elsewhere

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on raw materials or supplied components for our reactors could negatively affect our performance or business prospects.

Current report — wording carried from elsewhere

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the U.S.. There is currently significant uncertainty about the future relationship between the U.S. and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Previous report — wording carried elsewhere

$0.00819186 per share. Additionally, on June 6, 2024, 300,000 Class B ordinary shares were sold for $3,000 to a consultant for its consulting services in connection with the Offering.