Hadron Energy, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ORGANIZATION

Hadron Energy, Inc. (“Hadron”, the “Company”) formerly known as GigCapital7 Corp., (“GigCapital7”) is developing a maximally standardized, factory-fabricated 10 megawatt-electric (10MWe) micro modular reactor (“MMR”) based on Generation III+ technology with enhanced reliability and safety features. Designed for deployment at most commercial and military U.S. sites with minimal site-specific requirements, each reactor is designed to meet the power demands of data centers, industrial sites, mission-critical facilities like hospitals, rural areas challenged by grid shortage, and remote applications. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

On September 27, 2025, GigCapital7, a Cayman Islands exempted company and a publicly traded private to public equity (“PPE”TM) entity, also known as a special purpose acquisition company (“SPAC”) listed on The Nasdaq Stock Market LLC (Nasdaq: GIG), entered into a business combination agreement (the “BCA”), with privately held Hadron Energy, Inc. (“Private Hadron”), pursuant to which, following the domestication of GigCapital7 from the Cayman Islands to the State of Delaware (the “Domestication”), MMR Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct wholly owned subsidiary of GigCapital7 merged with and into Private Hadron, with Private Hadron surviving the merger as a wholly-owned subsidiary of GigCapital7 (the “Merger” and, together with the Domestication and the other transactions contemplated by the BCA, (the “Business Combination”) and being renamed Hadron Energy Operating Company, Inc. Following the closing of the Business Combination on May 22, 2026 (the “Closing” or “Closing Date”), a domesticated GigCapital7 was renamed Hadron Energy, Inc. and the combined company became publicly traded (Nasdaq: HDRN).

The Business Combination was consummated and is accounted for as a reverse recapitalization, with Private Hadron identified as the accounting acquirer and GigCapital7 identified as the acquired company for accounting purposes (see Note 3).

Accordingly, prior to the Closing, all historical financial information presented in the unaudited condensed consolidated financial statements represents the balances and activity of Private Hadron.

Liquidity

The Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that these condensed consolidated financial statements are issued.

During the nine months ended September 30, 2026, the Company raised significant capital through the Business Combination with GigCapi tal7, which was consummated on May 22, 2026 and resulted in proceeds of approximately $22,944 released from the trust account previously held by GigCapital7, after paying all de-SPAC expenses, which has alleviated the substantial doubt about the Company’s ability to continue as a going concern.

As of September 30, 2026, the Company has no debt. The Company believes that its existing cash will be sufficient to support operations for at least one year from the issuance date of these unaudited condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentationand Principles of Consolidation

The accompanying unaudited condensed consolidated 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. All costs, as well as assets and liabilities directly associated with the Company’s business activity, are included in the condensed consolidated financial statements. In connection with the Business Combination, as the successor entity following the Closing, Hadron became the reporting entity and consolidates the balances and activity of Private Hadron. The financial information presented in these unaudited condensed consolidated financial statements reflects the balances and results of operations of the combined entity post-Merger.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position as of September 30, 2026, and operating results and cash flows for the periods presented. The results for the three and nine months ended

September 30, 2026 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited annual financial statements of Private Hadron included in the Prospectus filed with the SEC on June 25, 2026. All intercompany balances and transactions have been eliminated in consolidation.

Use of Accounting Estimates

The preparation of interim condensed consolidated 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, valuation of warrant liabilities, stock-based compensation 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 consolidated financial statements, as well as amounts reported on the unaudited condensed consolidated 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.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

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 ofthree toseven years, and computer equipment is depreciated over three years.

Deferred Transaction Costs

The Company capitalized deferred transaction costs, which primarily consist of incremental legal fees, accounting fees and other fees directly attributable to the Business Combination which was 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 SPAC. Accordingly, the direct and incremental transaction costs related to the de-SPAC transaction are treated as a reduction of the SPAC’s cash proceeds and deducted from additional paid-in capital. The deferred transaction costs in the amount of $2,484 were reclassified to additional paid-in capital upon Closing. As of September 30, 2026 and December 31, 2025, deferred transaction costs of $0 and $1,875, resp ectively, were capitalized in connection with the Business Combination on the condensed consolidated balance sheets.

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:

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

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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.

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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 Simple Agreements for Future Equity (“SAFEs”) liability and legal settlement were determined using Level 3 fair value determination methods. Refer to Note 6.

The Company has determined that the private placement warrants (the “Private Placement Warrants”) are subject to treatment as a liability. Accordingly, the Private Placement Warrants are valued upon observable data and are classified as Level 2 financial instruments and their fair value was estimated using a Black-Scholes-Merton model.

The Company has also determined that the Hadron private warrants (the “Hadron Private Warrants”) are subject to treatment as a liability. Accordingly, the Hadron Private Warrants are classified as a Level 3 financial instrument and its fair value was estimated using a Monte Carlo simulation model.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The fair value of the Private Placement Warrants was estimated using the following assumptions:

The fair value of the Hadron Private Warrants was estimated using the following assumptions:

The following table presents a reconciliation of the Warrant liabilities, measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during thenine months ended September 30, 2026:

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 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 wereno finance leases or operating leases as of September 30, 2026.

Simple Agreements for Future Equity

The Company accounts for its SAFEs as a liability stated at fair value. SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss). In connection with the Business Combination, all outstanding SAFEs were converted into common stock of the Company at Closing. Refer to Note 6 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 represent costs incurred for technology development and regulatory support for the development of the factory manufactured 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. Forfeitures are recognized as they occur.

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.

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. As of September 30, 2026 and December 31, 2025, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited condensed consolidated 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 net loss per share includes the effect, if any, from potential conversion of securities, such as the issuance of shares of common stock from SAFEs using the if-converted method. 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 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:

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):

Segment Information

The Company has determined that its Chief Executive Officer 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 asingle reportable segment with asingle operating segment. During thenine months ended September 30, 2026 and 2025, the CODM made decisions on resource allocation, assessed performance of the business and monitored actual results using net income (loss), which is provided in the accompanying condensed consolidated statements of operations and comprehensive income (loss). When evaluating how to allocate resources, the CODM primarily focuses on the financial results of the Company on the same level as the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss).

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by the FASB. The Company reviewed all recently issued accounting pronouncements, and based on its preliminary assessment, the Company has determined that these will not have a material impact on the Company’s unaudited condensed consolidated financial statements or related disclosures, or do not apply to the Company.

BUSINESS COMBINATION

On September 27, 2025, GigCapital7 entered into a BCA with Private Hadron and Merger Sub. On May 8, 2026, GigCapital7 completed its domestication from the Cayman Islands to Delaware. On May 22, 2026, Merger Sub merged with and into Private Hadron, with Private Hadron surviving as a wholly-owned subsidiary of GigCapital7. In connection with the Closing, the combined company was renamed Hadron Energy, Inc.

Pursuant to the BCA, each share of Private Hadron common stock outstanding immediately prior to the Effective Time (including shares issued upon conversion of Private Hadron’s outstanding SAFEs) was converted into the right to receive shares of the Company’s common stock based on an exchange ratio of 49.99. Outstanding Private Hadron options and restricted stock awards were assumed and converted into equivalent awards of the Company on the same exchange ratio. All share and per share amounts for periods prior to the Closing have been retroactively adjusted to reflect the exchange ratio.

The Company received cash proceeds of approximately $22,944 in connection with the Business Combination, after giving effect to proceeds released from the trust account, $5,851 paid under a forward purchase agreement, redemptions of public shares, and transaction costs incurred by GigCapital7 and Private Hadron. Total transaction costs of $2,484 were recorded as a reduction to additional paid-in capital, of which $275 remained unpaid as of September 30, 2026.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GigCapital7 was treated as the acquired company and Private Hadron was treated as the accounting acquirer for financial reporting purposes, notwithstanding that GigCapital7 is the legal acquirer. Accordingly, the Business Combination was treated as the equivalent of Private Hadron issuing stock for the net assets of GigCapital7, accompanied by a recapitalization. The net assets of GigCapital7 were stated at historical cost, with no goodwill or other intangible assets recorded, and the historical financial statements of Private Hadron became the historical financial statements of the Company. Operations prior to the Business Combination are those of Private Hadron.

ACCRUED EXPENSES

Accrued expenses were as follows as of September 30, 2026 and December 31, 2025:

PROPERTY AND EQUIPMENT, NET

Property and equipment were as follows as of September 30, 2026 and December 31, 2025:

Depreciation expense for the nine months ended September 30, 2026 and 2025 was $9 and $3, respectively.

SIMPLE AGREEMENTS FOR FUTURE EQUITY (SAFEs)

During the year ended December 31, 2025 and nine months ended September 30, 2026, the Company issued instruments referred to as SAFEs as its primary source of funding. Pursuant to the terms of the SAFEs, upon a qualified future equity financing involving preferred shares, the SAFEs would 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 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).

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, 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 causes 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.

Upon the Closing of the Business Combination, all outstanding SAFEs were converted into shares of common stock of the Company in accordance with their respective terms. As a result, as of September 30, 2026, there areno SAFEs outstanding.

The following table presents a reconciliation of the liabilities, measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during thenine months ended September 30, 2026:

The change in fair value during the nine months ended September 30, 2026 reflected in the above table, is included in other income (loss) in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

LEASES

The Company had a lease for office space in Redwood City, California which was entered into in June 2025 and was originally scheduled to expire in June 2026, but was extended through August 2026. Under the terms of the lease, base rent was $6 per month. There were no additional renewal options associated with the lease.

There wereno finance leases or operating leases as of September 30, 2026.

Operating lease costs for the nine months ended September 30, 2026 and 2025 were $99 and $44, respectively. Cash payments included in the measurement of operating lease liabilities for the nine months ended September 30, 2026 and 2025 were $36 and $73, respectively.

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 unaudited condensed consolidated statements of operations and comprehensive income (loss).

STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 625,000,000 shares, consisting of 615,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of May 22, 2026, upon consummation of the Business Combination, there were 70,173,146 shares of common stock andno shares of preferred stock outstanding. The outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Because the Business Combination is accounted for as a reverse recapitalization, historical share amounts for periods prior to the Closing have been retroactively restated to reflect the Exchange Ratio described in Note 3.

Stock Based Compensation

On October 30, 2024, Private Hadron adopted the Hadron Energy, Inc. 2024 Equity Incentive Plan (the “Former 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, Private Hadron’s Board of Directors approved an amendment to the Former Plan to increase the number of shares authorized for issuance under the Former Plan. The maximum aggregate number of shares of common stock that the Company may award under the Former Plan is 160,000. The term of the Former Plan is 10 years. At the Closing, all options under the Former Plan were converted into options (such converted options, “Exchanged Options”), covering shares of the Company’s common stock, adjusted based on the Exchange Ratio, as described in Note 3, resulting in 7,999,836 Exchanged Options.

On May 22, 2026, the Hadron Energy, Inc. Equity Incentive Plan (the “Plan”) went into effect. The Plan has an initial share reserve of 10,021,784 shares and includes an “evergreen” provision pursuant to which, on the first day of each calendar year beginning with the first full calendar year following the Closing, the share reserve automatically increases by five percent (5%) of the total number of outstanding shares (on a fully diluted basis) on such date, unless otherwise determined by the Board of Directors.

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 zeroto 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. This total compensation cost is then amortized to expense over the grantee’s vesting period. Prior to the Closing, no observable market price was available for Private Hadron’s common stock, and fair value was estimated using a reasonable valuation method; following the Closing, fair value is determined based on the closing price of the Company’s common stock on Nasdaq.

At the Closing, all outstanding RSPAs were converted into an award for a number of restricted shares of the Company’s common stock, equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Private Hadron restricted stock and (y) the Exchange Ratio described in Note 3.

The following table summarizes the RSPAs activity during thenine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation cost related to RSPAs was $5,578, which is expected to be recognized over a weighted average period of 2.4 years. The weighted average grant date fair value per share of RSPAs granted during the nine months ended September 30, 2026 was $14.05 per share. The weighted average grant date fair value of RSPAs that vested during the nine months ended September 30, 2026 was $12.83 per share.

For the RSPAs, the Company recognized stock-based compensation of $12,194 for the nine months ended September 30, 2026 and stock-based compensation expense of $2,127 for the nine months ended September 30, 2025.

Restricted Stock Units

During the nine months ended September 30, 2026, in accordance with the Plan, the Company issued restricted stock units (“RSUs”) to grantees, which provide grantees with the right to receive shares of the Company’s common stock at a future date. The fair value of the RSUs is determined based on the closing price of the Company’s common stock on Nasdaq on the date of grant. The RSUs vest upon the satisfaction of service requirements, with compensation cost amortized to expense over the grantee’s vesting period.

The following table summarizes the RSUs activity during thenine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation cost related to RSUs was $7,320, which is expected to be recognized over a weighted average period of 3.5 years.

For the RSUs, the Company recognized stock-based compensation of $791 for the nine months ended September 30, 2026.

Stock Options

During the nine months ended September 30, 2026, in accordance with the Plan, the Company granted stock options to grantees, which provide grantees with the right to exercise at a future date. The stock options vest upon the satisfaction of service requirements, with compensation cost amortized to expense over the grantee’s vesting period.

The grant date fair value of the stock options was estimated using the following assumptions:

The following table summarizes the stock option activity during thenine months ended September 30, 2026:

As of September 30, 2026, there wasno unrecognized compensation cost as the stock options were issued as a replacement award for a cancelled RSPA to a grantee with no incremental fair value and vested in full at the time of grant. The weighted average grant date fair value for stock options granted and vested during thenine months ended September 30, 2026 was $1.48 per stock option.

No stock options were granted during thenine months ended September 30, 2025.

WARRANTS

As of September 30, 2026, the Company hadthree outstanding classes of warrants to purchase common stock: public warrants (the“Public Warrants”), Private Placement Warrants, and Hadron Private Warrants (collectively, the “Warrants”).

Public Warrants

The Company has 20,000,000 Public Warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 per share, originally issued in GigCapital7’s initial public offering in August 2024. Each Public Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the Closing. The Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice, if the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the notice of redemption is sent. The Public Warrants are traded on Nasdaq under the symbol“HDRNW.”

The Public Warrants are classified as equity. Offering costs allocated to the Public Warrants were charged to shareholders’ equity upon completion of GigCapital7’s initial public offering; the Public Warrants are not subsequently remeasured.

Private Placement Warrants

On June 15, 2026, the Company filed a Form S-1 with the SEC for the issuance of up to 3,719,000 shares of common stock that are issuable upon the exercise of 3,719,000 private placement warrants, each exercisable forone share of common stock at a price of $11.50 per share. The Private Placement Warrants were originally issued to the Sponsor, GigAcquisitions7 Corp., in a private placement concurrent with its initial public offering, at a price of $0.01561 per warrant. Each Private Placement Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the Closing. The Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice, if the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the notice of redemption is sent.

The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the Public Warrants. Due to the redemption feature embedded in the Public Warrants, the Company determined that a market participant would ascribe a higher value to the Private Placement Warrants than to the Public Warrants, and concluded there is no economic incentive for a transfer that would cause the Private Placement Warrants to convert into Public Warrants. As the path-dependent redemption feature is not applicable to the Private Placement Warrants, the Company estimated the fair value of the Private Placement Warrants using a Black-Scholes-Merton model. At the Closing, the Private Placement Warrants were fair valued at $1,413, utilizing a Black-Scholes-Merton model, with the following assumptions:

Hadron Private Warrants

In connection with the Closing, on June 15, 2026, the Company filed a Form S-1 with the SEC for the issuance of up to 5,000,000 shares of common stock that are issuable upon the exercise of 5,000,000 Hadron Private Warrants, each exercisable forone share of common stock at a price of $12.00 per share. The exercise price is subject to reset on the first anniversary of the Closing to the greater of (i) $6.00, or (ii) the lower of (a) the 30-trading-day volume-weighted average price of the common stock prior to such anniversary, or (b) $12.00. The Hadron Private Warrants terminate on the fifth anniversary of the Closing. The Hadron Private Warrants are subject to treatment as a liability as the exercise price automatically resets one year after issuance based on the Company’s own stock price rather than in connection with any new stock issuance, which disqualifies the reset from the down round exception and fails the fixed-for-fixed test required for equity classification. At the Closing, the Hadron Private Warrants were fair valued at $6,000, utilizing a Monte Carlo Simulation, with the following assumptions:

INCOME TAXES

For the nine months ended September 30, 2026 and 2025, the Company recordedno provision for income taxes, resulting in an effective tax rate of 0% for each period. This reflects the U.S. federal statutory rate of 21% on pre-tax income 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 nine months ended September 30, 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.

As of September 30, 2026 and December 31, 2025, the Company hadno unrecognized tax benefits. The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of the 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.

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.

The Company was 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 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. During the nine months ended September 30, 2026, upon final resolution of the matter, the settlement included $120 of cash, with the remaining $6,624 settled through the transfer of existing shares from the Company’s founder, such thatno new shares were issued by the Company, with the Company recognizing a gain of $9,601 recorded as “change in fair value of legal settlement liability” on the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss).

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.