SecProbe.io

February 13, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 20, 2026
File No. 333-291477
Dear Avi S. Katz and Samuel Gibson:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 15, 2026 letter.
Amendment No. 1 to Registration Statement on Form S-4
Sources and Uses of Funds for the Business Combination, page 50
1.We note the disclosure in footnote (1) on page 50 and elsewhere in the filing that
indicates "Assumes $10.4798354 of Domesticated GigCapital7 Common Shares issued
to current Hadron Stockholders." It appears that this should be a number of shares,
possibly 100,000,000, instead of $10.4798354. Please revise throughout the filing or
advise.

February 13, 2026
Page 2
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that
the courts of the State of Delaware..., page 108
2.We note your response to prior comment 2, including your changes to 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. Please revise your risk factor to
disclose whether your forum selection provision that identifies the Court of Chancery of
the State of Delaware for certain litigation, including any “derivative action," applies to
actions arising under the Exchange Act. In addition, we note that Proposal 5B provides,
in part, that the Proposed Organizational Documents would adopt the federal district
courts of the United States of America as the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act and the Exchange
Act. However, with respect to actions arising under the Exchange Act, this does not
appear to be reflected in the Form of Post-Closing Certificate of Incorporation of Hadron
Energy, Inc. provided in Annex E. Please advise.
The BCA Common Stock Issuance Proposal, page 177
3.We note your disclosure that the BCA Stock Issuance Proposal includes, in addition to
the proposal to approve the issuance or potential issuance of up to 100,000,000 shares of
Domesticated GigCapital7 Common Stock to the Hadron Stockholders, the proposal to
approve “any other issuances of common stock and securities convertible into or
exercisable for common stock pursuant to subscription, purchase or similar agreements
GigCapital7 has entered, or may enter, into prior to Closing.” Please tell us why you
have included the approval of such other issuances of common stock and securities
convertible into or exercisable for common stock together with the issuance of the shares
contemplated by the Business Combination Agreement. Please refer to Rule 14a-4(a)(3)
of Regulation 14A. In addition, please provide the information required by Item 11 of
Schedule 14A with respect to such other issuances of common stock and securities
convertible into or exercisable for common stock.
Compensation of our Executive Officers and Directors, page 266
4.We note your revised disclosure regarding advisory fees paid, and to be paid, to directors
in connection with certain activities on GigCapital7's behalf. Please revise to provide the
disclosure required by Items 1603(a)(6), 1604(a)(3) and 1604(b)(4) of Regulation S-K
with respect to such advisory fees.
Unaudited Financial Statements of GigCapital7 Corp.
Note 2. Business Combination and Related Agreement
PIPE Investment, page F-10
5.Given that you no longer contemplate a PIPE Investment, please remove the reference to
one.
General
Please ensure that the registration statement is signed by Hadron Energy, Inc., its
principal executive officer or officers, its principal financial officer, its controller or
principal accounting officer, and by at least a majority of the board of directors or 6.

February 13, 2026
Page 3
persons performing similar functions. For example, we note that the registration
statement has not been signed by Hadron Energy’s chief financial officer. For any person
who occupies more than one of the specified positions, please indicate each capacity in
which he signs the registration statement. Refer to Instructions to Signatures on Form
S-4.
            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:Andrew M. Tucker, Esq.
Jeffrey C. Selman, Esq.