Hadron Energy, Inc.

As filed with the U.S. Securities and Exchange Commission on June 15, 2026.

Registration

No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hadron Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Samuel Gibson

3 Twin Dolphin Drive, Suite 260,

Redwood City,

CA

Telephone:

(650)395-0050

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Jeffrey C. Selman

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, California 94105

Tel: (415)

615-6035

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

under the Securities Exchange Act of 1934:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the Selling Securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION-DATED JUNE 15, 2026

Up to 28,719,000 Shares of Common Stock

Up to 57,432,395 shares of Common Stock by the Selling Securityholders

3,719,000 Warrants to Purchase Shares of Common Stock

This prospectus relates to the issuance by us of an aggregate of up to 28,719,000 shares 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 that are 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 “Public Warrants”), originally issued in the initial public offering (“IPO”) of GigCapital7 Corp. (“GigCapital7”) by the holders thereof, (ii) up to 3,719,000 shares of Common Stock that are issuable upon the exercise of 3,719,000 private placement warrants, each exercisable for one share of Common Stock at 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 Common Stock at a price of $12.00 per warrant (the “Hadron Private Warrants”), originally issued at the closing of the merger (the “Merger”) between MMR Merger Sub, Inc. (“Merger Sub”) and Hadron Energy Operating Company, Inc. (“Hadron OpCo”) in exchange for warrants previously issued by Hadron OpCo (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 “Selling Securityholders”) 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 Islands exempted company (the “Sponsor”), at an effective purchase price of $0.00979696 per share, of which the Sponsor retains 9,932,246 shares and previously transferred 100,000 shares to the Philharmonic-Symphonic Society of New York (the “NY Philharmonic”) as a charitable contribution, and 175,000 shares to Yield Point NY LLC (“Yield Point”) in a sale on January 21, 2026 for an aggregate purchase price of $148,750, (ii) 3,126,087 shares of Common Stock (the “Private Placement Shares”) acquired by certainnon-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 $1.15 per share, (iii) 44,099,062 shares of Common Stock (“Closing Shares”) issued to former holders of shares of common stock of Hadron OpCo as merger consideration for such shares in connection with the Business Combination, which are parties to the Amended and Restated Registration Rights Agreement, dated May 22, 2026, and the closing price of the shares issued as merger consideration on such date was $5.16 per share, and (iv) 3,719,000 Private 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 not receive 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 of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholders are set forth in this prospectus under the heading “Description of Securities.”

We could receive up to an aggregate of approximately $333 million if all of the Warrants are exercised for cash. However, we will only receive such proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from 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 Warrants and 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 our Common 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 Common Stock, 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 Common Stock, exercisable at an exercise price of $12.00 per warrant. If the market price of our Common Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will exercise their Warrants. As of June 12, 2026, the closing price of our Common Stock was $2.74 per share. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the Warrant Agreement (as defined below), are redeemable by us at a price of $0.01 per Public Warrant. The Private Warrants and Hadron Private Warrants are not redeemable and are exercisable on a cash or cashless basis; if the Private Warrants or Hadron Private Warrants are exercised on a “cashless basis,” whether or not the Private Warrants or Hadron Private Warrants are in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and such persons. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders, pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.”

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Sales of a substantial number of shares of Common Stock in the public market, including the resale of the shares of Common Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Common Stock intend to sell shares, could reduce the market price of the Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Shares of Common Stock held by certain of our stockholders, including the Sponsor, were purchased at an effective price lower than the current market price of our Common Stock. Accordingly, such stockholders could sell their securities at aper-share price that is less than the purchase price other stockholders paid and still realize a significant profit from the sale of those securities that could not be realized by our other stockholders. Furthermore, we expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “HDRN,” and our Public Warrants are traded on Nasdaq under the symbol “HDRNW.” On June 12, 2026, the closing price of our Common Stock was $2.74, and on June 12, 2026, the closing price for our Public Warrants was $0.28.

See the section entitled “Risk Factors” beginning on page 15 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 2026.

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.