SecProbe.io

January 15, 2026
Avi S. Katz
Chief Executive Officer and Chairman
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Samuel Gibson
Chief Executive Officer
Hadron Energy, Inc.
3 Twin Dolphin Drive, STE 260
Redwood City, CA 94065
Re:GigCapital7 Corp.
Registration Statement on Form S-4
Filed November 12, 2025
File No. 333-291477
Dear Avi S. Katz and Samuel Gibson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
We rely heavily on our intellectual property portfolio..., page 91
1.We note your disclosure that you either own or have significant license rights to
certain intellectual property applicable to your MMR design. Please disclose the
material terms of any material licensing agreements.

January 15, 2026
Page 2
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions,
that the courts of the State of Delaware..., page 109
2.Please disclose in this section and in your disclosure regarding the exclusive forum
provision on page 181 all material terms of the exclusive forum provision set forth in
the Form of Post-Closing Certificate of Incorporation of Hadron Energy, Inc.
provided in Annex E of your filing and ensure that such disclosure is consistent with
the provision set forth in Annex E.
Background of the Business Combination, page 146
3.Please revise your disclosure throughout this section to discuss in greater detail the
substance of meetings and discussions among representatives of GigCapital7 and
Hadron Energy. Identify the individuals that participated in each negotiation, the
material terms that were discussed, how parties' positions differed, and how issues
were resolved. Your disclosure should reflect how the terms of the business
combination evolved during negotiations. For example, we note your disclosure that
on September 27, 2025, counsel for GigCapital7 provided to counsel for Hadron
Energy a revised draft of the Business Combination Agreement that addressed
"various structural issues" that had been identified during the legal due diligence
process. Please revise to describe such structural issues and how they were addressed
in the Business Combination Agreement.
4.Please discuss in greater detail the role and level of involvement from the referenced
third parties in the due diligence process and in the GigCapital7 board's deliberations
and analysis of the business combination. For example, explain the role and
involvement of the "technical nuclear consultants" you reference and the involvement
of GigCapital7's financial advisor which supported GigCapital7 management's view
regarding valuation.
5.We note your disclosure that GigCapital7 presented an exclusive letter of intent to
Hadron Energy, valuing Hadron Energy at $1 billion “based on the information
provided and discussed the prior day.” Please revise to clarify the information
provided that was the basis for the $1 billion valuation.
The GigCapital7 Board's Reasons for the Approval of the Business Combination, page 151
Please revise to clarify the source, nature, and substance of the "certain" unaudited
prospective Hadron Energy financial information that was provided to GigCapital7
and referenced on page 151 and reconcile such reference with your statement on page
162 that "[n]o financial projections with respect to Hadron Energy were provided to
the GigCapital7 Board for its consideration of the Business Combination." Similarly,
we note your disclosure on page 162 that GigCapital7 management assumed that the
estimates and data that the management of GigCapital7 approved for use in preparing
the Materials were reasonably prepared on bases reflecting "the best currently
available estimates and good faith judgments of management of Hadron Energy as to
the future financial performance of," and are a reasonable basis upon which to assess,
Hadron Energy, the Business Combination and the Merger and other matters covered
thereby. Refer to Item 1606(b) of Regulation S-K. Please also clarify your reference
on page 63 to the inclusion in the filing of projections and forecasts prepared by 6.

January 15, 2026
Page 3
Hadron Energy, as it does not appear that you have provided such projections and
forecasts in the filing.
7.Please state whether or not an unaffiliated representative was retained for the purposes
that Item 1606(d) of Regulation S-K specifies.
Summary of GigCapital7 Financial Analysis, page 161
8.We note your disclosure that the GigCapital7 Board noted the fact that based on the
financial and valuation benchmarking materials, the combined company has the long-
term potential to generate strong, sustainable free cash flow. Please revise to describe
how the benchmarking materials provided the basis for such conclusion.
9.We note your disclosure that in assessing the merits of the Business Combination and
the Merger from a financial point of view, the GigCapital7 Board generally used the
same valuation analysis as that reflected in the Materials and used valuation
assumptions that were substantially the same as those reflected in the Materials.
Please revise to clarify the valuation analysis and valuation assumptions used by the
GigCapital7 Board.
10.To the extent material, please discuss the relative size and operations of the selected
companies used in the Materials and referenced on page 163 as compared to the size
and operations of Hadron Energy.
11.Please revise to identify the “U.S. Executive Orders” referenced in this section.
Vote Required for Approval, page 167
12.Please revise to clarify the vote required for approval of the Business Combination. In
that regard, it appears that your disclosure on page 167 that the Business Combination
Proposal requires an ordinary resolution under the Companies Act, being the
affirmative vote of the holders of one-third of the GigCapital7 Ordinary Shares who,
being present in person or by proxy and entitled to vote at the extraordinary general
meeting, vote in favor of the Business Combination Proposal at the extraordinary
general meeting, does not appear to be consistent with your disclosure on page xxxiii
and elsewhere in your filing that references approval by the holders of a majority of
the GigCapital7 Ordinary Shares, who, being present in person or by proxy and
entitled to vote at the extraordinary general meeting, vote at the extraordinary general
meeting.
The Stock Issuance Proposals, page 175
13.With respect to each of the stock issuance proposals, please revise to state the title and
amount of the securities to be issued, the terms of such securities and the nature and
amount of consideration to be received by the registrant. We also note your disclosure
on page viii that a form of the PIPE Subscription Agreement is attached to the proxy
statement/prospectus as Annex K. However, it does not appear that such agreement
has been provided as Annex K. Please revise. In addition, please revise to disclose
why the BCA Stock Issuance Proposal seeks approval for the issuance of Series A
Preferred Stock.

January 15, 2026
Page 4
Material U.S. Federal Income Tax Considerations for Holders of GigCapital7 Securities and
Domesticated GigCapital7 Securities
Tax Treatment of the Domestication, page 199
14.We note your disclosure that DLA Piper LLP will deliver an opinion that states, in
part, that the disclosure contained under the heading “Material U.S. Federal Income
Tax Considerations for Holders of GigCapital7 Securities and Domesticated
GigCapital7 Securities—Tax Treatment of the Domestication” and “—U.S.
Holders—Tax Effects of the Domestication to U.S. Holders” constitutes such firm’s
opinion. However, it does not appear that such statement is included in the opinion
filed as Exhibit 8.2. Please revise.
15.We note your disclosure regarding tax consequences of the Domestication to
U.S. holders of GigCapital7 Class A Ordinary Shares and Public Warrants under
proposed Treasury regulations if GigCapital 7 were classified as a PFIC at any time
during such U.S. Holder’s holding period in GigCapital7 Class A Ordinary Shares or
Public Warrants. Please revise to clarify any material tax consequences of the
Domestication to such holders under current provisions of the Code and Treasury
regulations if GigCapital 7 were classified as a PFIC at any time during such holding
period.
Tax Consequences of the Merger to GigCapital7 and U.S. Holders of GigCapital7 Securities,
page 209
16.We note your disclosure that neither GigCapital7 nor any U.S. Holder of GigCapital7
Securities that received Domesticated GigCapital7 Securities in connection with the
Domestication is expected to be subject to any material U.S. federal income tax
consequences as a result of the Merger. Please revise to disclose why neither
GigCapital7 nor any U.S. Holder of GigCapital7 Securities that received
Domesticated GigCapital7 Securities in connection with the Domestication is
expected to be subject to any material U.S. federal income tax consequences as a
result of the Merger and whether the tax treatment depends on whether or not the
Merger qualifies as a "reorganization" under Section 368(a).
Material U.S. Federal Income Tax Considerations of the Merger to Holders of Hadron
Common Stock, page 218
17.We note your disclosure that Duane Morris LLP will deliver an opinion that the
Merger “should” qualify as a “reorganization” within the meaning of Section 368(a)
of the Code. If Duane Morris cannot give a “will” opinion, please disclose why not.
Comparative Historical and Unaudited Pro Forma Combined and Per Share Financial
Information, page 224
18.In the last paragraph on page 224, you indicate that Selected Historical Financial Data
of GigCapital7 is included elsewhere in this proxy statement/prospectus. However,
such financial data does not appear to be presented elsewhere. Additionally, we note
that the Selected Historical Financial Data of Hadron Energy is entitled Summary
Historical Financial Information of Hadron Energy on page 54. Please revise this
paragraph to correct for these differences.

January 15, 2026
Page 5
Unaudited Pro Forma Condensed Combined Financial Information, page 226
19.We note on the fifth page of the forepart of the document that the proxy
statement/prospectus covers 143,226,087 shares of Domesticated GigCaptial7
Common Stock that are to be issued or may be issuable in connection with the
business combination. In this regard, provide disclosure within the notes to the pro
forma financial statements similar to the table on page 229, which presents differing
number of shares, and explain the differences between the number of shares.
4. Transaction Accounting Adjustments, page 235
20.We note adjustment (C) reflects the conversion of the Hadron Energy SAFEs into
4,381,904 shares of Post-Combination Company stock. Disclose how you derived the
number of shares from the conversion of SAFEs, pursuant to Rule 11-02(a)(8) of
Regulation S-K.
21.We note adjustment (F) reflects the issuance of 84,359,866 Post-Combination
Company Common Shares to Post-Combination Company stockholders, which
includes 79,977,962 Hadron Energy Common Shares and conversion of the Hadron
Energy SAFEs into 4,381,904 shares.  Please disclose how these shares were derived,
pursuant to Rule 11-02(a)(8) of Regulation S-K. In this regard, disclose the number of
shares of Domesticated GigCapital7 Common Stock for the Per Share Merger
Consideration.
22.Adjustment (F) reflects the issuance of 79,977,962 Post-Combination Company
Common Shares to Hadron Energy Stockholders.  We note from page 22 that in
connection with the de-SPAC transaction, 90,000,000 shares will be issued to Hadron
Energy Stockholders, though 100,000,000 shares are reflected on page 27.  Please
clarify the differences between the shares to be issued to Hadron Energy
Stockholders.
23.Explain to us why adjustment (H) uses a purchase price of $10.59 per share, while the
Maximum Redemption Scenario detailed in Note 2 on page 234 uses a redemption
price of $10.37 per share.
Certain Relationships and Related Person Transactions
Hadron Energy Related Person Transactions, page 326
24.Please ensure that you have provided all disclosure required by Item 404 of
Regulation S-K with respect to each person who will serve as a director or an
executive officer of the combined company. Refer to Item 18(a)(7)(iii) of Form S-4.
For example, we note your disclosure on page F-45 regarding advances to the
Company’s primary stockholder for certain living and other personal expenses.
9. Related Party Transactions, page F-45
25.We note you disclose due from stockholder for $63,803 and $24,614 as of June 30,
2025 and December 31, 2024, respectively, which consists of advances to the Hadron
Energy's primary stockholder for certain living and other personal expenses.  For
periods presented, please revise to disclose the terms and manner of settlement.  Refer
to ASC 850-10-50-1d.

January 15, 2026
Page 6
General
26.With respect to each person who will serve as a director or an executive officer of the
combined company, please update your disclosure to provide the information
required by Item 402 of Regulation S-K for the most recently completed fiscal year.
Refer to Item 18(a)(7)(ii) of Form S-4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact Timothy S. Levenberg at 202-551-3707 or Laura Nicholson at 202-551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey C. Selman, Esq., of DLA Piper LLP
Andrew M. Tucker, Esq., of Duane Morris LLP