{"filing":{"accession_number":"0001193125-26-249151","cik":"0002023730","ticker":"GIGGW","company_name":"Hadron Energy, Inc.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"d26249d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/d26249d8k.htm"},"events":[{"id":7753,"run_id":6810,"accession_number":"0001193125-26-249151","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Hadron Energy completed a business combination with GigCapital7 on May 22, 2026, resulting in a change of control and transformation from a shell company to an operating company. The combined entity listed on Nasdaq under ticker 'HDRN' with 71.5M shares outstanding and a capital structure reflecting 77.2% ownership by former Hadron insiders and 23% by former GigCapital7 shareholders.","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3076,"accession_number":"0001193125-26-249151","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between GigCapital7 and Hadron Energy Operating Company on May 22, 2026. The filing details the consummation of the Business Combination Agreement, the resulting capital structure (71.5M shares outstanding, multiple warrant classes), the listing of Hadron Energy common stock on Nasdaq under ticker \"HDRN,\" and the ownership structure post-closing (77.2% held by former Hadron insiders, 23% by former GigCapital7 shareholders). This is a material change of control and acquisition event that fundamentally transforms the registrant's identity and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3080,"accession_number":"0001193125-26-249151","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from a \"Business Combination\" that has been consummated. The filing references the Final Proxy Statement/Prospectus and Item 2.01 (which typically covers material acquisitions and mergers), and reports post-closing share counts and insider holdings. This is a material M\u0026A event—specifically the completion of a business combination transaction that constitutes a change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3083,"accession_number":"0001193125-26-249151","item_number":"5.06","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.06 discloses that Hadron Energy ceased being a shell company \"as a result of the Business Combination,\" with explicit cross-reference to Item 2.01 (which covers M\u0026A activity). The completion of a business combination that transforms a shell company into an operating company is a material acquisition event affecting the registrant's fundamental status and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3084,"accession_number":"0001193125-26-249151","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses that Hadron Energy is a successor issuer to GigCapital7 as a result of a Business Combination, reported under Rule 12g-3(f) of the Exchange Act. While the prose is sparse and administrative in tone, a business combination resulting in successor issuer status is a material corporate event affecting the registrant's identity and continuity. This does not fit neatly into ma_activity (which typically covers entry, completion, or termination of M\u0026A), but the underlying business combination is material and warrants disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7754,"run_id":6810,"accession_number":"0001193125-26-249151","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"BPM LLP was engaged as the independent registered public accounting firm, effective April 24, 2026, replacing WithumSmith+Brown, PC in connection with the closing of the business combination.","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3079,"accession_number":"0001193125-26-249151","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 4.01 disclosure describes the change in the registrant's independent registered public accounting firm. WithumSmith+Brown, PC (\"Withum\") is being replaced by BPM LLP as the independent auditor, effective April 24, 2026, in connection with the closing of a business combination. The filing explicitly states that BPM was \"engaged by the Board of Directors of Hadron Energy Operating Company and its audit committee to replace Withum.\" This is a classic auditor change event, material to investors as it affects the registrant's financial reporting oversight and audit quality assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7755,"run_id":6810,"accession_number":"0001193125-26-249151","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Five executive officers were appointed effective upon the business combination closing on May 22, 2026: Samuel Gibson as CEO, Rahul Shukla as CFO, Ken Canavan as COO, Ross T. Ridenoure as Chief Nuclear Officer, and Dr. Andrew M. Ward as CTO. Additionally, nine directors were appointed to the board.","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3081,"accession_number":"0001193125-26-249151","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of five executive officers (Samuel Gibson as CEO, Rahul Shukla as CFO, Ken Canavan as COO, Ross T. Ridenoure as Chief Nuclear Officer, and Dr. Andrew M. Ward as CTO) and nine directors effective upon the closing of a business combination on May 22, 2026. While the section also mentions departures of prior GigCapital7 officers and directors, the principal disclosed action centers on the appointment of the new management team for Hadron Energy following the business combination, making this a material executive appointment event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7756,"run_id":6810,"accession_number":"0001193125-26-249151","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"The Amended and Restated Certificate of Incorporation and Bylaws were adopted following the business combination closing, materially modifying shareholder rights through elimination of redemption rights, authorization of new share capital structure, classified board provisions, exclusive forum selection, and transfer restrictions on founder/employee shares.","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3078,"accession_number":"0001193125-26-249151","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"This Item 3.03 discloses material modifications to the rights of security holders through an Amended and Restated Certificate of Incorporation and Bylaws following a business combination closing. The changes include elimination of redemption rights, authorization of new share capital structure, classified board provisions, exclusive forum selection, and transfer restrictions on founder/employee shares. While these are governance amendments rather than a specific event type in the taxonomy (not a delisting, covenant breach, or other discrete triggering event), they materially affect shareholder rights and would inform a reasonable investor's assessment of the combined company's governance structure and their ability to trade shares or bring claims.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3082,"accession_number":"0001193125-26-249151","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.65,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, or a change in fiscal year. The filing incorporates Item 3.03 by reference but provides no substantive detail in the excerpt provided. Without visibility into Item 3.03's content, the materiality and specific nature of the amendment cannot be determined. Bylaw amendments are typically routine and non-material unless they involve significant governance changes (e.g., board composition, voting rights, or anti-takeover provisions). The incorporation-by-reference structure suggests this may be a routine administrative disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3076,"accession_number":"0001193125-26-249151","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between GigCapital7 and Hadron Energy Operating Company on May 22, 2026. The filing details the consummation of the Business Combination Agreement, the resulting capital structure (71.5M shares outstanding, multiple warrant classes), the listing of Hadron Energy common stock on Nasdaq under ticker \"HDRN,\" and the ownership structure post-closing (77.2% held by former Hadron insiders, 23% by former GigCapital7 shareholders). This is a material change of control and acquisition event that fundamentally transforms the registrant's identity and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3078,"accession_number":"0001193125-26-249151","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"This Item 3.03 discloses material modifications to the rights of security holders through an Amended and Restated Certificate of Incorporation and Bylaws following a business combination closing. The changes include elimination of redemption rights, authorization of new share capital structure, classified board provisions, exclusive forum selection, and transfer restrictions on founder/employee shares. While these are governance amendments rather than a specific event type in the taxonomy (not a delisting, covenant breach, or other discrete triggering event), they materially affect shareholder rights and would inform a reasonable investor's assessment of the combined company's governance structure and their ability to trade shares or bring claims.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3079,"accession_number":"0001193125-26-249151","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 4.01 disclosure describes the change in the registrant's independent registered public accounting firm. WithumSmith+Brown, PC (\"Withum\") is being replaced by BPM LLP as the independent auditor, effective April 24, 2026, in connection with the closing of a business combination. The filing explicitly states that BPM was \"engaged by the Board of Directors of Hadron Energy Operating Company and its audit committee to replace Withum.\" This is a classic auditor change event, material to investors as it affects the registrant's financial reporting oversight and audit quality assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3080,"accession_number":"0001193125-26-249151","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from a \"Business Combination\" that has been consummated. The filing references the Final Proxy Statement/Prospectus and Item 2.01 (which typically covers material acquisitions and mergers), and reports post-closing share counts and insider holdings. This is a material M\u0026A event—specifically the completion of a business combination transaction that constitutes a change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3081,"accession_number":"0001193125-26-249151","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of five executive officers (Samuel Gibson as CEO, Rahul Shukla as CFO, Ken Canavan as COO, Ross T. Ridenoure as Chief Nuclear Officer, and Dr. Andrew M. Ward as CTO) and nine directors effective upon the closing of a business combination on May 22, 2026. While the section also mentions departures of prior GigCapital7 officers and directors, the principal disclosed action centers on the appointment of the new management team for Hadron Energy following the business combination, making this a material executive appointment event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3082,"accession_number":"0001193125-26-249151","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.65,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws, or a change in fiscal year. The filing incorporates Item 3.03 by reference but provides no substantive detail in the excerpt provided. Without visibility into Item 3.03's content, the materiality and specific nature of the amendment cannot be determined. Bylaw amendments are typically routine and non-material unless they involve significant governance changes (e.g., board composition, voting rights, or anti-takeover provisions). The incorporation-by-reference structure suggests this may be a routine administrative disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3083,"accession_number":"0001193125-26-249151","item_number":"5.06","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.06 discloses that Hadron Energy ceased being a shell company \"as a result of the Business Combination,\" with explicit cross-reference to Item 2.01 (which covers M\u0026A activity). The completion of a business combination that transforms a shell company into an operating company is a material acquisition event affecting the registrant's fundamental status and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"},{"id":3084,"accession_number":"0001193125-26-249151","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses that Hadron Energy is a successor issuer to GigCapital7 as a result of a Business Combination, reported under Rule 12g-3(f) of the Exchange Act. While the prose is sparse and administrative in tone, a business combination resulting in successor issuer status is a material corporate event affecting the registrant's identity and continuity. This does not fit neatly into ma_activity (which typically covers entry, completion, or termination of M\u0026A), but the underlying business combination is material and warrants disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:19:47.751722+00:00","company_name":"Hadron Energy, Inc.","ticker":"GIGGW","filing_date":"2026-06-01"}]}
