SecProbe.io

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 Hadron Energy, Inc.
 c/o DLA Piper LLP (US) 555 Mission
Street, Suite 2400 San Francisco, California 94105-2933
 (415) 615-6095
 June 23, 2026 Via EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Energy and Transportation 100 F Street,
NE Washington, DC 20549

 Re:
 Hadron Energy, Inc.
 Registration Statement on Form S-1
 File No. 333-296796
 Acceleration Request Ladies and
Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Hadron Energy, Inc. hereby requests that the effectiveness of
the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on Thursday, June 25, 2026, or as soon thereafter as practicable.
 Please notify Jeffrey Selman, counsel to the Company, at (415) 615-6095, as soon as the Registration
Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Samuel Gibson

 Name: Samuel Gibson Title: Chief Executive
Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 23, 2026

Samuel Gibson
Chief Executive Officer
Hadron Energy, Inc.
3 Twin Dolphin Drive, Suite 260
Redwood City, CA 94065

 Re: Hadron Energy, Inc.
 Registration Statement on Form S-1
 Filed June 15, 2026
 File No. 333-296796
Dear Samuel Gibson:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jeffrey Selman
</TEXT>
</DOCUMENT>

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 GigCapital7 Corp.
 1731 Embarcadero Road, Suite 200
 Palo Alto, California 94303 (650) 276-7040 Hadron Energy, Inc.
 3 Twin Dolphin Drive, Suite 260
 Redwood City, CA 94065 (650) 395-0050 April 13, 2026
 Via EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Energy &
Transportation 100 F Street, NE Washington, DC 20549

 Re:
 GigCapital7 Corp.
 Registration Statement on Form S-4, as amended (the “Registration Statement”)
 File No. 333-291477
 Acceleration Request Ladies and
Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GigCapital7 Corp. (the “ Registrant ”) and
Hadron Energy, Inc. (the “ Co-Registrant ”) hereby respectfully request that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on Wednesday, April 15, 2026, or as soon thereafter as practicable. Please notify Jeffrey Selman,
counsel to the Registrant, at (415) 615-6095, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 GIGCAPITAL7 CORP.

 Sincerely,

 /s/ Dr. Avi S. Katz

 Name: Dr. Avi S. Katz Title: Chief
Executive Officer and Chairman

 HADRON ENERGY, INC.

 Sincerely,

 /s/ Samuel Gibson

 Name: Samuel Gibson Title: Chief Executive
Officer and sole Director

 cc:
 Jeffrey C. Selman, Esq.

  
 Andrew M. Tucker, Esq.

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 DLA Piper LLP ( US )
 555 Mission St. #2400 San Francisco, California 94105
 www.dlapiper.com
 April 8, 2026
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549-3561
 Attention: Steve Lo, Kimberly Calder, Timothy S. Levenberg and Laura Nicholson

 Re:
 GigCapital7 Corp.
 Amendment No. 3 to Registration Statement on Form S-4
 Filed March 11, 2026
 File No. 333-291477 Dear
Mr. Lo, Ms. Calder, Mr. Levenberg, and Ms. Nicholson: Set forth below are responses to the comments that were provided
by the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) to our client, GigCapital7 Corp. (the
“ Company ” or “ GigCapital7 ”), by your letter dated April 6, 2026, regarding the above-referenced filing (the “ Registration Statement ”).
 For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
 Amendment No. 3 to Registration Statement on Form S-4 filed on March 11, 2026
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware, page 110

 1.
 We note your response to prior comment 1. Please revise your disclosure throughout relating to the
exclusive forum provision in the proposed Domesticated GigCapital7 Charter to clearly state (1) whether Section 11.1(a) of the proposed Domesticated GigCapital7 Charter would require derivative claims under the Exchange Act to be brought
exclusively in the Court of Chancery of the State of Delaware; (2) whether the Court of Chancery of the State of Delaware has jurisdiction over such claims; and (3) the effect of a provision that requires derivative claims under the
Exchange Act to be brought in the Court of Chancery of the State of Delaware, if enforced, would be to preclude stockholders from bringing derivative claims under the Exchange Act in any forum. Please also address the uncertainty as to whether a
court would enforce a provision that requires derivative claims under the Exchange Act to be brought in the Court of Chancery of the State of Delaware. In particular, please balance your discussion of the 2023 decision of the Ninth Circuit U.S.
Court of Appeals in Lee v. Fisher with a discussion of subsequently adopted Section 115(c) and the legislative synopsis of the amendment, which states that amended Section 115 “reaches a result different from the United States Court
of Appeals for the Ninth Circuit in Lee v. Fisher” and requires that “a forum selection provision that purports to address derivative claims under federal law must . . . permit the claim to be brought in the United States District Court
for the District of Delaware.” RESPONSE : The Company acknowledges the Staff’s comment
and proposes to revise its disclosure on pages 110-111 and pages 187-191 of the Registration Statement to read as set forth below. In addition, Section 11.1(a) of each of the proposed Form of Interim Certificate of Incorporation and proposed
Form of Post-Closing Certificate of Incorporation will be revised to read as set forth below.

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 2

 Pages 110-111
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware will
be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of
Delaware (or, in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other
state courts of the State of Delaware) will , to the fullest extent permitted by law, be the sole and exclusive forum for certain stockholder litigation matters, which
could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. The proposed Domesticated GigCapital7 Charter will require, to the fullest extent permitted
by law, that (i) any derivative action or proceeding brought in our name or right or on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, agents or stockholders
to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws or as to which the DGCL confers
jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws, or (v) any
action asserting a claim governed by the internal affairs doctrine, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, in the event
that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) , in each
case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless we consent in writing to the selection of an alternative forum, with respect to claims that are not internal
corporate claims, stockholders, when acting in their capacity as stockholders or in the right of the Corporation, must bring any such claims only in the Court of Chancery of the State of Delaware or the United States District Court for the District
of Delaware, if such claims relate to the business of the Corporation, the conduct of its affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, in each case subject to the applicable court having personal
jurisdiction over the indispensable parties named as defendants. Direct claims brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such claims in the
U.S. federal courts, and pursuant to Section 29(a) of the Exchange Act, Domesticated GigCapital7 cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in the
Domesticated GigCapital7 Charter will not affect that direct claims under the Exchange Act are to be brought in the U.S. federal courts. Domesticated
GigCapital7 will be headquartered in California. Under a 2023 decision of the Ninth Circuit U.S. Court of Appeals, which is binding on lawsuits brought in U.S. federal courts located in California, forum selection provisions that require
stockholders of Delaware corporations to file derivative actions or proceedings in the Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Exchange Act, and therefore will be respected, which
may mean that no In addition, because the Court of Chancery does not have jurisdiction over claims brought
under the Exchange Act, any derivative claims under Section 14(a) need to be brought in the federal court
for the District of Delaware. can be brought in any court as the forum for such claims is restricted by
Section 27 of the Exchange Act to U.S. federal courts. In upholding the enforceability of the forum selection provision at issue in its decision, the Ninth Circuit Court of Appeal considered among other things both whether such forum selection
provision was void as an invalid waiver under Section 29(a) of the Exchange Act, and concluded that it was not, and also whether such forum selection provision was invalid as a matter of Delaware law under Section 115 of the DGCL and
similarly determined that it is not, stating that Section 115 is inapplicable because it does not address the validity of a forum-selection clause’s effect on federal claims. In doing so, the Ninth Circuit Court of Appeals interpreted
Delaware law to reach its conclusion that the forum selection provision was not contrary to Delaware law. In its decision, the Ninth Circuit Court of Appeals acknowledged that another U.S. Court of Appeals takes a contrary position to that of the
Ninth Circuit U.S. Court of Appeals, but concluded that such earlier decision by the other U.S. Court of Appeals failed to apply Delaware law correctly and therefore the analysis of such other U.S. Court of Appeals is flawed, and as such, the Ninth
Circuit Court of Appeals declined to follow such earlier decision. If the U.S. Supreme Court were to resolve this disagreement between the two U.S. Courts of Appeals against the decision of the Ninth Circuit U.S. Court of Appeals, or if the Delaware
Supreme Court were to reach a contrary determination concerning Delaware law, then any such derivative action under Section 14(a) of the Exchange Act involving Domesticated GigCapital7 would be maintainable in a U.S. federal court
notwithstanding the provision in the Domesticated GigCapital7 Charter. Any person or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of
and to have consented to the exclusive forum provisions in the Domesticated GigCapital7 Charter, and, if an action within the scope of the forum provision is filed in a court other than a court located within the State of Delaware, such stockholder
will be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought to enforce the forum provisions and to service of process through such
stockholder’s counsel in the foreign action. In addition, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by law, be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act. This federal forum provision pertaining to causes of action arising under the Securities Act does not apply to suits brought to enforce a duty or liability
created by the Exchange Act, or the rules and regulations thereunder, or to any other claim for which the U.S. federal courts have exclusive jurisdiction.

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 3

 Pages 187-191

 Cayman Constitutional Documents

 Proposed Organizational Documents

 Exclusive Forum Provision (Advisory Organizational Documents Proposal 5B)

 The Cayman Constitutional Documents provide that unless GigCapital7 consents in writing to the selection of an alternative forum, the courts
of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Cayman Constitutional Documents or otherwise related in any way to each shareholder’s shareholding in GigCapital7,
including but not limited to: (i) any derivative action or proceeding brought on GigCapital7’s behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of GigCapital7’s current or former director,
officer or other employee to GigCapital7 or its shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Constitutional Documents; or (iv) any action asserting a claim against GigCapital7
governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or
disputes. The forum selection provision in the Cayman Constitutional Documents do not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts
of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.
 See Article 50 of the Cayman Constitutional Documents.

 The Proposed Interim Certificate of Incorporation and Proposed Post-Closing Certificate of Incorporation would provide that unless Domesticated GigCapital7 consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware (or, in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State
of Delaware) will , to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought in the name or right of Domesticated GigCapital7 or on its
behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee, agent or stockholder of Domesticated GigCapital7 to Domesticated GigCapital7 or its stockholders; (iii) any action or proceeding arising
or asserting a claim pursuant to any provision of the DGCL, the Certificate of Incorporation (including any Preferred Stock Designation) or the Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;
(iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation (including any Preferred Stock Designation) or the Bylaws; or (v) any action asserting a claim governed by the internal affairs doctrine, in
each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless Domesticated GigCapital7 consents in writing to the selection of an alternative forum, with respect to
claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of Domesticated GigCapital7, must bring any or all such claims only in the Court of Chancery of the State of Delaware or the
United States District Court for the District of Delaware, if such claims relate to the business of Domesticated GigCapital7, the conduct of its affairs, or the rights or powers of Domesticated GigCapital7 or its stockholders, directors or officers,
in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Direct claims

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 4

  

  

 brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such claims, in the U.S. federal courts, and pursuant to Section 29(a) of the Exchange
Act, Domesticated GigCapital7 cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in the Domesticated GigCapital7 Charter will not affect that direct claims under the
Exchange Act are to be brought in the U.S. federal courts. In addition, because the Court of Chancery does not have jurisdiction over claims brought under the Exchange Act, any
 Domesticated GigCapital7 will be headquartered in California. Under a 2023 decision of the Ninth Circuit U.S. Court of Appeals, which is binding on lawsuits brought in U.S. federal courts located in California, forum
selection provisions that require stockholders of Delaware corporations to file derivative actions or proceedings in the Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Exchange Act, and
therefore will be respected, which may mean that

April 6, 2026
Avi S. Katz
Chairman and Chief Executive Officer
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. 3 to Registration Statement on Form S-4
Filed March 11, 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 March 9, 2026 letter.
Amended Registration Statement on Form S-4
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that
the courts of the State of Delaware, page 110
We note your response to prior comment 1.  Please revise your disclosure throughout
relating to the exclusive forum provision in the proposed Domesticated GigCapital7
Charter to clearly state (1) whether Section 11.1(a) of the proposed Domesticated
GigCapital7 Charter would require derivative claims under the Exchange Act to be 1.

April 6, 2026
Page 2
brought exclusively in the Court of Chancery of the State of Delaware; (2) whether the
Court of Chancery of the State of Delaware has jurisdiction over such claims; and (3) the
effect of a provision that requires derivative claims under the Exchange Act to be
brought in the Court of Chancery of the State of Delaware, if enforced, would be to
preclude stockholders from bringing derivative claims under the Exchange Act in any
forum.  Please also address the uncertainty as to whether a court would enforce a
provision that requires derivative claims under the Exchange Act to be brought in the
Court of Chancery of the State of Delaware.  In particular, please balance your
discussion of the 2023 decision of the Ninth Circuit U.S. Court of Appeals in Lee v.
Fisher with a discussion of subsequently adopted Section 115(c) and the legislative
synopsis of the amendment, which states that amended Section 115 “reaches a result
different from the United States Court of Appeals for the Ninth Circuit in Lee v. Fisher”
and requires that “a forum selection provision that purports to address derivative claims
under federal law must . . . permit the claim to be brought in the United States District
Court for the District of Delaware.”
Legal Proceedings, page 307
2.Pursuant to Item 103 of Regulation S-K, please provide disclosure of the legal matter
with a former employee described in Note 10 on page F-38.
            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.

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 DLA Piper LLP ( US )
 555 Mission St. #2400 San Francisco, California 94105
 www.dlapiper.com
 March 11, 2026
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549-3561
 Attention: Steve Lo, Kimberly Calder, Timothy S. Levenberg and Laura Nicholson
 Re: GigCapital7, Corp.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed February 17, 2026
 File No. 333-291477
 Dear Mr. Lo, Ms. Calder, Mr. Levenberg, and Ms. Nicholson:
 Set forth below are responses to the comment that was provided by the staff of the Division of Corporation Finance (the
“ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) to our client, GigCapital7 Corp. (the “ Company ” or
“ GigCapital 7 ”), by your letter dated March 9, 2026, regarding the above-referenced filing (the “ Amended Registration
Statement ”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment
in bold, italicized text. In addition to the responses to the Staff’s comment, concurrently with the filing of this letter,
GigCapital7 will file Amendment No. 3 to the Registration Statement on Form S-4 (“ Amendment No. 3 ”) to reflect the Staff’s requested
disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to the Amended Registration Statement if referring to the Staff’s comment, or to Amendment No. 3 if in the response.
 Amendment No. 2 to Registration Statement on Form S-4 filed on February 17, 2026
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware..., page 110

 1.
 We note your response to prior comment 2. Please revise to clarify whether, and if so how,
Section 11.1(a) of the proposed Domesticated GigCapital7 Charter applies to Exchange Act claims. For example, we note the provision set forth in Section 11.1(a) selecting the Court of
Chancery of the State of Delaware or the United States District Court for the District of Delaware for certain claims that are not internal corporate claims. We also note that the combined company will be incorporated in Delaware. Please also ensure
that your disclosure in this section is consistent with your disclosure on page 188. In that regard, we note your disclosure on page 188 regarding the exclusive forum provision in the Proposed Post-Closing Certificate of Incorporation states that
“[t]hese provisions” do not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, or to any other claim for which the U.S. federal
courts have exclusive jurisdiction. RESPONSE : The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 111 and 188-190 of Amendment No. 3. *  * *

 U.S. Securities and Exchange Commission
 March 11, 2026 Page
 2

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff. If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.

 Sincerely,

 /s/ Jeffrey C. Selman

 Jeffrey C. Selman

 cc:

 Dr. Avi Katz

 Samuel Gibson

 Andrew M. Tucker, Esq.
 Enclosures

March 9, 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. 2 to Registration Statement on Form S-4
Filed February 17, 2026
File No. 333-291477
Dear Avi S. Katz and Samuel Gibson:
            We have reviewed your amended registration statement and have the following
comment.
            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 February 13, 2026 letter.
Amendment No. 2 to Registration Statement on Form S-4
The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that
the courts of the State of Delaware..., page 110
We note your response to prior comment 2. Please revise to clarify whether, and if so
how, Section 11.1(a) of the proposed Domesticated GigCapital7 Charter applies to
Exchange Act claims. For example, we note the provision set forth in Section 11.1(a)
selecting the Court of Chancery of the State of Delaware or the United States District 1.

March 9, 2026
Page 2
Court for the District of Delaware for certain claims that are not internal corporate
claims. We also note that the combined company will be incorporated in Delaware.
Please also ensure that your disclosure in this section is consistent with your disclosure
on page 188. In that regard, we note your disclosure on page 188 regarding the exclusive
forum provision in the Proposed Post-Closing Certificate of Incorporation states that
"[t]hese provisions" do not apply to suits brought to enforce a duty or liability created by
the Securities Exchange Act of 1934, as amended, or the rules and regulations
thereunder, or to any other claim for which the U.S. federal courts have exclusive
jurisdiction.
            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.

CORRESP
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 filename1.htm

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 DLA Piper LLP (US) 555 Mission St. #2400
 San Francisco, California 94105
 www.dlapiper.com
 February 17, 2026
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549-3561
 Attention: Steve Lo, Kimberly Calder, Timothy S. Levenberg and Laura Nicholson

 Re:
 GigCapital7, Corp.

  
 Amendment No. 1 to Registration Statement on Form S-4

  
 Filed January 20, 2026

  
 File No. 333-291477
 Dear Mr. Lo, Ms. Calder, Mr. Levenberg, and Ms. Nicholson:
 Set forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the
“ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) to our client, GigCapital7 Corp. (the “ Company ” or
“ GigCapital7 ”), by your letter dated February 13, 2026, regarding the above-referenced filing (the “ Amended Registration Statement ”).
 For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
 In addition to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital7 will file Amendment
No. 2 to the Registration Statement on Form S-4 (“ Amendment No. 2 ”) to reflect the Staff’s requested disclosure edits. Unless otherwise
specified, all references to page numbers and captions correspond to the Amended Registration Statement if referring to the Staff’s comment, or to Amendment No. 2 if in the response.
 Form S-4 filed on November 12, 2026
 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. RESPONSE : The Company acknowledges the Staff’s comment and
has revised its disclosure on pages 52 of Amendment No. 2.

 U. S. Securities and Exchange Commission
 February 17, 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on the second page of the Notice and
pages 12, 110-111 and 187-189 of Amendment No. 2. 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on the first page of the Notice and
pages iii, 180 and 181 of Amendment No. 2 to delete this from the proposal. 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. RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure
on the fifth page of the cover page and pages 23, 168-169 and 270-271 of Amendment No. 2.
 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on page F-10 of Amendment No. 2 to delete this reference.

 U. S. Securities and Exchange Commission
 February 17, 2026 Page
 3

 General

 6.
 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 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. RESPONSE : The Company
acknowledges the Staff’s comment and has revised the signature pages for Amendment No. 2 to add the additional officer of Hadron Energy and clarify that its sole director has also signed the registration statement.
 *   *   *

 U. S. Securities and Exchange Commission
 February 17, 2026 Page
 4

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff. If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.
 Sincerely,
 /s/ Jeffrey C. Selman
 Jeffrey C. Selman

 cc:
 Dr. Avi Katz
 Enclosures

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.

CORRESP
 1
 filename1.htm

 CORRESP

 DLA Piper LLP ( US )
 555 Mission St. #2400 San Francisco, California 94105
 www.dlapiper.com
 January 20, 2026
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549-3561
 Attention: Steve Lo, Kimberly Calder, Timothy S. Levenberg and Laura Nicholson

 Re:
 GigCapital7, Corp.
 Registration Statement on Form S-4
 Filed November 12, 2026
 File No. 333-291477
 Dear Mr. Lo, Ms. Calder, Mr. Levenberg, and Ms. Nicholson:
 Set forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the
“ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) to our client, GigCapital7, Corp. (the “ Company ” or
“ GigCapital7 ”), by your letter dated January 15, 2026, regarding the above-referenced filing (the “ Registration Statement ”).
 For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
 In addition to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital7 will file Amendment
No. 1 to the Registration Statement on Form S-4 (“ Amendment No. 1 ”) to reflect the Staff’s requested disclosure edits. Unless otherwise
specified, all references to page numbers and captions correspond to the Registration Statement if referring to the Staff’s comment, or to Amendment No. 1 if in the response.
 Form S-4 filed on November 12, 2026
 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on page 90 of Amendment No. 1 to
clarify that Hadron Energy may in the future rely upon license agreements of intellectual property. 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 pages
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.

 U.S. Securities and Exchange Commission
 January 20, 2026 Page
 2

 RESPONSE : The Company acknowledges the Staff’s comment and has revised its
disclosure on pages 108-109 and 183-185 of Amendment No. 1. 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. RESPONSE : The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 148-150 of Amendment No. 1.

 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. With reference to your tabular presentation of the pro forma shares of the combined Company on pages 153 and 154, please address the
following: RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on
pages 149-150 and 152 of Amendment No. 1, including to correct the identification of the “financial advisor” as Hadron Energy’s financial advisor rather than as GigCapital7’s financial advisor.

 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. RESPONSE : The Company acknowledges the
Staff’s comment and has revised its disclosure on page 148 of Amendment No. 1. The GigCapital7 Board’s Reasons for the
Approval of the Business Combination, page 151

 6.
 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 Hadron Energy, as it does not appear that you have provided such projections and forecasts in the filing.

 U.S. Securities and Exchange Commission
 January 20, 2026 Page
 3

 RESPONSE : The Company acknowledges the Staff’s comment and has revised its
disclosure on page 152 of Amendment No. 1, including to clarify that the unaudited information provided was information pertaining to what it might cost for a data center to have a micronuclear reactor such as an MMR manufactured. As
stated on page 163, no financial projections with respect to Hadron Energy were provided to the GigCapital7 Board for its consideration of the Business Combination. In addition, the Company has revised its disclosure on page 163 of
Amendment No. 1 to clarify that the estimates and data used by GigCapital7 management in preparing the Materials reflected the best currently available estimates and good faith judgments of management of Hadron Energy pertaining to what it
might cost for a data center to have a micronuclear reactor such as an MMR manufactured. Furthermore, the risk factor on page 63 has been deleted as there are no projections and forecasts prepared by Hadron Energy.

 7.
 Please state whether or not an unaffiliated representative was retained for the purposes that Item
1606(d) of Regulation S-K specifies. RESPONSE : The Company
acknowledges the Staff’s comment and has revised its disclosure on page 151 of Amendment No. 1. 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on page 152 of
Amendment No. 1 to delete this reference under the subheading “GigCapital7 Financial Analysis” as the benchmarking materials did not provide a basis for such calculation.

 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. RESPONSE : The
Company acknowledges the Staff’s comment and has revised its disclosure on page 162 of Amendment No. 1.

 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on page 162 of Amendment No. 1
with respect to those companies among the selected companies used in the Materials for which the Company has determined this information is material.

 11.
 Please revise to identify the “U.S. Executive Orders” referenced in this section.
 Vote Required for Approval, page 167 RESPONSE : The Company acknowledges the
Staff’s comment and has revised its disclosure on page 164 of Amendment No. 1.

 U.S. Securities and Exchange Commission
 January 20, 2026 Page
 4

 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. RESPONSE : The Company acknowledges the Staff’s
comment and has revised its disclosure on page 168 of Amendment No. 1. 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. RESPONSE : The Company acknowledges the Staff’s comment and has revised its
disclosure on page 177 of Amendment No. 1. Furthermore, the Company informs the Staff that the parties do not contemplate a PIPE Financing and therefore have removed reference of one occurring from Amendment No. 1. As a result, the Company
is not attaching a form of PIPE Subscription Agreement to the proxy statement/prospectus as Annex K. 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has refiled the opinion of DLA Piper LLP (US) as
Exhibit 8.2 to provide such statement.

 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 GigCapital7 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 re-vise to clarify any material tax consequences of the Domestication to such holders under current provisions of the Code
and Treasury regulations if GigCapital7 were classified as a PFIC at any time during such holding period.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on pages 208-209 of Amendment
No. 1 to clarify material tax risks of the Domestication related to the current provisions of the Code and Treasury Regulations that concern the PFIC rules.

 U.S. Securities and Exchange Commission
 January 20, 2026 Page
 5

 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).
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on pages 212-213 of Amendment No. 1
clarify that the Merger is not expected to trigger material tax consequences to either GigCapital7 or any U.S. Holder of GigCapital7 Securities that received Domesticated GigCapital7 Securities in connection with the Domestication because the Merger
is not expected to give rise to a realization event for such parties for U.S. federal income tax purposes. Additionally, the Company has clarified that this result does not depend on whether the Merger is treated as a “reorganization”
within the meaning of Section 368(a) of the Code. 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.
 RESPONSE : The Company acknowledges the Staff’s comment and has revised its disclosure on pages xxiv, 108
and 222 of Amendment No. 1 to state that Duane Morris LLP will deliver an opinion that the Merger “will” qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The Company has also filed the
opinion of Duane Morris LLP (US) as Exhibit 8.1. 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 D

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

CORRESP
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CORRESP

 August 26, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Stacie Gorman

Re:
 GigCapital7 Corp.

Registration Statement on Form S-1

Filed June 7, 2024, as amended

File No. 333-280015

Acceleration Request

Requested Date: August 28, 2024

Requested Time: 4:00 P.M. Eastern Time

Dear Ms. Gorman:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, GigCapital7 Corp. (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form
S-1 (File No. 333-280015) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested
Time” set forth above or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. The Registrant hereby
authorizes Jeffrey C. Selman or Elena Nrtina of DLA Piper LLP (US), counsel for the Registrant, to make such request on the Registrant’s behalf.

We request that we be notified of the effectiveness of the Registration Statement by telephone to Jeffrey C. Selman of DLA Piper LLP (US) at 415-615-6095, or in his absence, Elena Nrtina of DLA Piper LLP (US) at 415-836-2533. Thank you
for your assistance.

Very truly yours,

GIGCAPITAL7 CORP.

/s/ Avi S Katz

Avi S Katz

Chief Executive Officer

cc:
 Jeffrey C. Selman (DLA Piper LLP (US))

Elena Nrtina (DLA Piper LLP (US))

CORRESP
1
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CORRESP

 August 26, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Stacie Gorman

Re:
 GigCapital7 Corp.

Registration Statement on Form S-1

Filed June 7, 2024, as amended

File No. 333-280015

Acceleration Request

Requested Date: August 28, 2024

Requested Time: 4:00 P.M. Eastern Time

Dear Ms. Gorman:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other underwriters, hereby join in the request of GigCapital7 Corp. that the effective date of the
above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Tuesday, August 28, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that there will be distributed to each
underwriter and dealer, institutional investor, retail investor and any other who is reasonably anticipated to participate in the distribution of the securities, as many copies of the preliminary prospectus dated August 22, 2024 as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

 Each of the undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

CRAFT CAPITAL MANAGEMENT LLC.

By:

/s/ Stephen Kiront

Name:

Stephen Kiront

Title:

Chief Operating Officer

As Representative of the underwriters

CORRESP
1
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CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 August 22, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549-3561

 Attention:
Stacie Gorman and Dorrie Yale

Re:
 GigCapital7 Corp.

 
 Amendment No. 2 to Registration Statement on Form S-1

 
 Filed August 5, 2024

 
 Amendment No. 3 to Registration Statement on Form S-1

 
 Filed August 14, 2024

 
 File No. 333-280015

Dear Ms. Gorman and Ms. Yale:

 Set
forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to our
client, GigCapital7 Corp. (the “Company” or “GigCapital7”), by your letter dated August 21, 2024, regarding the above-referenced Amendments to the Registration Statement on Form S-1 (“Form S-1”).

 For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

 In addition to the
responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital7 will file Amendment No. 4 to Form S-1 (“Amendment
No. 4”) to reflect the Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 3 to Form S-1 if referring to the Staff’s comment, or to Amendment No. 4 if in the response.

 Amendment No. 3
to Registration Statement on Form S-1 filed on August 14, 2024

 Cover Page

1.
 We note that the subscription agreement with your
non-managing investors filed as Exhibit 10.3 provides that it will terminate if the closing for the offering does not occur prior to August 31, 2024. Please
revise your disclosure as appropriate, including on the cover page, to disclose this date. Please also revise to disclose the impact such termination would have on your potential operations.

 U.S. Securities and Exchange Commission

August 22, 2024

 Page 2

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has
revised and supplemented its disclosures on the cover page and cover page 2 and pages 18, 63, 96 and 97 with respect to the termination of the subscription agreements with non-managing investors on
August 31, 2024 and its potential impact on the initial public offering of the Company and its operations.

 Summary of Risk Factors, page 42

2.
 We acknowledge your response to prior comment 4. However, as previously stated, please revise your
summary risk factor disclosure to also specifically explain that the initial shareholders will collectively hold 40% of the outstanding ordinary shares upon completion of the offering, assuming that none of the initial shareholders purchase public
units, and also specifically state the amount they will hold assuming that they purchase all of the public units for which they’ve expressed interest. Further, please revise the fourth full summary risk factor on page 43 to specifically address
the impact of having a limited public float, including the inability to list, or maintain a listing on, NASDAQ.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the summary of risk factors on pages 42, 43, 45
and 83 to expand and supplement the disclosure.

 Dilution, page 102

3.
 We note in the latest amendment that your net tangible book value has changed. Your current net
tangible value just indicates before this offering, while prior filings disclosed the net tangible book value as of May 31, 2024, which coincided with the date of the latest balance sheet included
within your filing. Please clarify how you calculated the net tangible book value disclosed in the latest amendment including which date the net tangible book value is as of. In addition, please clarify your basis for presenting such value instead
of the value as of the latest balance sheet presented within your filing.

 RESPONSE: The Company
respectfully acknowledges the Staff’s comment and has revised the section entitled “Dilution” on page 102 of Amendment No. 4 to provide the requested clarifications with respect to the net tangible book value. The Company
believes that reflecting the share activity subsequent to the latest balance sheet date more accurately portrays the net tangible book value per share.

 U.S. Securities and Exchange Commission

August 22, 2024

 Page 3

 Exhibits

4.
 Please request New York counsel to revise its opinion in Exhibit 5.1 to
remove the assumption in clause (a) on page 3 of the opinion, or ensure that Cayman counsel provides the opinion. In addition, please request Cayman counsel to revise its opinion in Exhibit 5.2 to
remove inappropriate assumptions (see, e.g., paragraphs 2, and 4 through 8), and to revise its opinion in paragraph 1 so that the opinion is not limited to a prior date. It is not appropriate for a counsel to include in its opinion assumptions that
assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has filed revised Exhibits 5.1 and 5.2.

* * *

 U.S. Securities and Exchange Commission

August 22, 2024

 Page 4

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff.

 If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.

 Sincerely,

 /s/ Jeffrey C. Selman

 Jeffrey C. Selman

 cc: Avi S. Katz

Enclosures

August 21, 2024
Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital7 Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 5, 2024
Amendment No. 3 to Registration Statement on Form S-1
Filed August 14, 2024
File No. 333-280015
Dear Avi S. Katz:
            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 July 31, 2024, letter.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note that the subscription agreement with your non-managing investors filed as
Exhibit 10.3 provides that it will terminate if the closing for the offering does not occur
prior to August 31, 2024. Please revise your disclosure as appropriate, including on the
cover page, to disclose this date. Please also revise to disclose the impact such termination
would have on your potential operations.

August 21, 2024
Page 2
Risks
Summary of Risk Factors, page 42
2.We acknowledge your response to prior comment 4. However, as previously stated,
please revise your summary risk factor disclosure to also specifically explain that the
initial shareholders will collectively hold 40% of the outstanding ordinary shares upon
completion of the offering, assuming that none of the initial shareholders purchase public
units, and also specifically state the amount they will hold assuming that they purchase all
of the public units for which they've expressed interest. Further, please revise the fourth
full summary risk factor on page 43 to specifically address the impact of having a limited
public float, including the inability to list, or maintain a listing on, NASDAQ.
Dilution, page 102
3.We note in the latest amendment that your net tangible book value has changed. Your
current net tangible value just indicates before this offering, while prior filings disclosed
the net tangible book value as of May 31, 2024, which coincided with the date of the
latest balance sheet included within your filing. Please clarify how you calculated the net
tangible book value disclosed in the latest amendment including which date the net
tangible book value is as of. In addition, please clarify your basis for presenting such
value instead of the value as of the latest balance sheet presented within your filing.
Exhibits
4.Please request New York counsel to revise its opinion in Exhibit 5.1 to remove the
assumption in clause (a) on page 3 of the opinion, or ensure that Cayman counsel provides
the opinion. In addition, please request Cayman counsel to revise its opinion in Exhibit
5.2 to remove inappropriate assumptions (see, e.g., paragraphs 2, and 4 through 8), and to
revise its opinion in paragraph 1 so that the opinion is not limited to a prior date. It is not
appropriate for a counsel to include in its opinion assumptions that assume any of the
material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No.
19.
            Please contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey C. Selman, Esq.

CORRESP
1
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CORRESP

 DLA Piper LLP (US)

 555 Mission St. #2400

San Francisco, California 94105

 www.dlapiper.com

 August 5, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549-3561

 Attention:
Stacie Gorman and Dorrie Yale

 Re: GigCapital7 Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 10, 2024

File No. 333-280015

Dear Ms. Gorman and Ms. Yale:

 Set
forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to our
client, GigCapital7 Corp. (the “Company” or “GigCapital7”), by your letter dated July 31, 2024, regarding the above-referenced Amendment No. 1 to Registration Statement on Form S-1 ( “Form S-1”).

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

 In addition
to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital7 will file Amendment No. 2 to Form S-1 (“Amendment
No. 2”) to reflect the Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Form S-1 if
referring to the Staff’s comment, or to Amendment No. 2 if in the response.

 Amendment No. 1 Registration Statement on Form S-1

 Cover Page

1.
 We note your response to prior comment 1 and your revised disclosures regarding the similarities and
differences in interests between public shareholders and non-managing investors. Please revise your cover page to reflect these interests.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has supplemented its disclosure on cover page 3 to add discussion
of the similarities and differences in interests between public shareholders and non-managing investors.

 U.S. Securities and Exchange Commission

August 5, 2024

  Page
 2

2.
 We note your statement that none of the non-managing investors has any obligation to vote any of their
public shares in favor of your initial business combination. We also note your revised disclosure on page 40, and elsewhere in your prospectus, that your initial shareholders have agreed to vote in favor of the initial business combination, and that
your defined term for “initial shareholders” includes the holders of your private placement shares. Please revise to reconcile.

RESPONSE: In response to Staff’s comment, the Company has supplemented its disclosure on cover page 3 to clarify that although the non-managing investors have agreed to vote their private placement shares in favor of an initial business combination, none of them has any obligation to vote any of its public shares in favor of an initial business
combination.

 Further, the Company has clarified the disclosures regarding the same on pages 19, 24, 30, 126 and 128 of Amendment
No. 2.

 Summary

 Conflicts of
Interest, page 35

3.
 We note your response to prior comment 3. We also note your risk factor on page 48. As previously stated,
please balance your disclosures by also expanding your discussion here to address the high level of competition you may face in pursuing business combination transaction candidates, which may negatively impact the acquisition terms you are able to
negotiate. Also further revise your disclosures to clarify that UpHealth is traded on OTC Pink, and update your disclosures regarding the OTC status of Lightning eMotors.

RESPONSE: In response to Staff’s comment, the Company has expanded the discussion on conflicts of interest on pages
37 – 38 to address the high competition for available targets as the number of special purposes acquisition companies increases and have added a cross-reference to the risk factor “As the number of special purpose acquisition
companies evaluating targets increases, and other issued SPAC entities may come to market with superior terms for the targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the
cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.” on page 50.

The Company has also clarified on pages 2 – 3, 5, 105, 112, 114 – 115, 120 and 140 – 141 that the securities of UpHealth, Inc.
are traded on OTC Pink and securities of Lightning eMotors, Inc. are traded on OTC Expert Market.

 Risks

Summary of Risk Factors, page 40

4.
 We acknowledge your revised disclosures in response to prior comment 2. Please add disclosure on page 40
to specifically discuss the risks related to the ownership by the non-managing investors, including risks related to the potential limited public float, and the resulting consequences. Also specifically
explain that the initial shareholders will collectively hold 40% of the outstanding ordinary shares upon completion of the offering, assuming that none of the initial shareholders purchase public units, and also specifically state the amount they
will hold assuming that the non-managing investors purchase 99% of the public units. Please correspondingly revise similar disclosures elsewhere in your prospectus so that your disclosures are consistently
clear regarding the potential holdings of the initial shareholders, which you define to include the non-managing investors. For example, we note that your discussion in the last risk factor on page 63 does not
clearly disclose the potential purchase of up to 99% of the public units by the non-managing investors because you only state that your initial shareholders “could” determine to make purchases
“in the future.” Also, in your Principal Shareholders section, revise to also include disclosure regarding the potential purchase by the non-managing investors of 99% of your public units.

 U.S. Securities and Exchange Commission

August 5, 2024

  Page
 3

 RESPONSE: In response to Staff’s comment, the Company has supplemented the
Summary of Risk Factors on page 43 by adding a risk factor “The non-managing investors have expressed an interest to purchase substantially all of the public units in this offering, which could reduce
the trading volume, volatility and liquidity for our public shares if they choose not to trade their public shares post-offering, and adversely affect the trading price of our public shares.” The other risk factors that discuss the share
ownership of the non-managing investors and associated risks are “If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote their
founder shares and private placement shares in favor of such initial business combination, regardless of how our public shareholders vote” and “Our initial shareholders will control a substantial interest
in us and thus may influence certain actions requiring a shareholder vote,” which are included in the Summary of Risk Factors on pages 42 and 44, respectively.

Additionally, the Company has clarified that it expects that the initial shareholders will beneficially own 40% of the issued and outstanding
shares of the Company, assuming that none of the initial shareholders, including the non-managing investors, will purchase any public units or public shares in this offering. However, if the non-managing investors purchase the entire 24.418 million of public units for which they have expressed an interest and assuming none of them will trade such public units after the offering, the initial
shareholders may beneficially own approx. 98.6% of the issued and outstanding shares of the Company. The Company has revised the disclosures on pages 22 – 24, 45, 65 – 66, 153 – 154 and 171 regarding the same.

The Company has also revised section “Principal Shareholders” on pages 153 – 154 to include the information regarding the
potential purchase by the non-managing investors of approx. 97.67% of the public units in this offering.

Risk Factors

 If we seek shareholder
approval of our initial business combination…, page 43

5.
 We note your response to prior comment 6 and note your disclosure that the
non-managing investors “will potentially have different interests than our other public shareholders in approving our initial business combination.” Please further revise to explain these different
interests or include specific cross-references. In addition, in your discussion of the shareholder approval needed if a special resolution is required, please expand your discussion to discuss how many public shares may be needed.

 RESPONSE: In response to Staff’s comment, the Company has further revised the risk factor “If we
seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote their founder shares and private placement shares in favor of such initial business combination, regardless of how our public shareholders
vote” on pages 45 – 46 to expand the discussion on different interests between the non-managing investors and other public shareholders.

 U.S. Securities and Exchange Commission

August 5, 2024

  Page
 4

 In addition, the Company has clarified the term “special resolution” on pages 1
– 2 to include a number of public shares that may be needed to approve a decision by special resolution.

 Our management team and our Sponsor
may make a profit. . ., page 65

6.
 We refer to your revised disclosure in this risk factor. Please further revise this risk factor to also
reference the non-managing investors in the heading. In addition, please add a specific discussion regarding the non-managing investors’ purchase price of the
private placement securities, similar to your discussion for the Sponsor.

 RESPONSE: The Company
respectfully acknowledges the Staff’s comment and has revised the risk factor “Our management team, the non-managing investors and our Sponsor may make a profit on any initial business
combination, even if any public shareholders who did not redeem their shares would experience a loss on that business combination. As a result, the economic interests of our management team, the non-managing
investors and our Sponsor may not fully align with the economic interests of public shareholders” on pages 67 – 68 to include the requested information.

Use of Proceeds, page 95

7.
 We note your revised disclosure indicating that the underwriter is reimbursing you for certain expenses,
which is equivalent to half of the compensation to be received by the underwriter. Please disclose what consideration you, the sponsor, or any of your or the sponsor’s affiliates are giving to the underwriters in exchange for this payment, or
advise.

 RESPONSE: In response to Staff’s comment, the Company has clarified the disclosure in
footnote 8 on page 99 to state that the underwriter has agreed to reimburse certain expenses of the Company in furtherance of this offering and for no other additional consideration.

*     *    *

 U.S. Securities and Exchange Commission

August 5, 2024

  Page
 5

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff.

 If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.

Sincerely,

/s/ Jeffrey C. Selman

Jeffrey C. Selman

 cc: Avi S. Katz

Enclosures

July 31, 2024
Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital7 Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 10, 2024
File No. 333-280015
Dear Avi S. Katz:
            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 July 4, 2024, letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and your revised disclosures regarding the
similarities and differences in interests between public shareholders and non-managing
investors. Please revise your cover page to reflect these interests.
2.We note your statement that none of the non-managing investors has any obligation to
vote any of their public shares in favor of your initial business combination. We also note
your revised disclosure on page 40, and elsewhere in your prospectus, that your initial
shareholders have agreed to vote in favor of the initial business combination, and that
your defined term for "initial shareholders" includes the holders of your private placement
shares. Please revise to reconcile.

July 31, 2024
Page 2
Summary
Conflicts of Interest, page 35
3.We note your response to prior comment 3. We also note your risk factor on page 48. As
previously stated, please balance your disclosures by also expanding your discussion here
to address the high level of competition you may face in pursuing business combination
transaction candidates, which may negatively impact the acquisition terms you are able to
negotiate. Also further revise your disclosures to clarify that UpHealth is traded on OTC
Pink, and update your disclosures regarding the OTC status of Lightning eMotors.
Risks
Summary of Risk Factors, page 40
4.We acknowledge your revised disclosures in response to prior comment 2. Please add
disclosure on page 40 to specifically discuss the risks related to the ownership by the non-
managing investors, including risks related to the potential limited public float, and the
resulting consequences. Also specifically explain that the initial shareholders will
collectively hold 40% of the outstanding ordinary shares upon completion of the offering,
assuming that none of the initial shareholders purchase public units, and also specifically
state the amount they will hold assuming that the non-managing investors purchase 99%
of the public units. Please correspondingly revise similar disclosures elsewhere in your
prospectus so that your disclosures are consistently clear regarding the potential holdings
of the initial shareholders, which you define to include the non-managing investors. For
example, we note that your discussion in the last risk factor on page 63 does not clearly
disclose the potential purchase of up to 99% of the public units by the non-managing
investors because you only state that your initial shareholders "could" determine to make
purchases "in the future." Also, in your Principal Shareholders section, revise to also
include disclosure regarding the potential purchase by the non-managing investors of 99%
of your public units.
Risk Factors
If we seek shareholder approval of our initial business combination. . ., page 43
5.We note your response to prior comment 6 and note your disclosure that the non-
managing investors "will potentially have different interests than our other public
shareholders in approving our initial business combination." Please further revise to
explain these different interests or include specific cross-references. In addition, in your
discussion of the shareholder approval needed if a special resolution is required, please
expand your discussion to discuss how many public shares may be needed.
Our management team and our Sponsor may make a profit. . ., page 65
6.We refer to your revised disclosure in this risk factor. Please further revise this risk factor
to also reference the non-managing investors in the heading. In addition, please add a
specific discussion regarding the non-managing investors' purchase price of the private
placement securities, similar to your discussion for the Sponsor.

July 31, 2024
Page 3
Use of Proceeds, page 95
7.We note your revised disclosure indicating that the underwriter is reimbursing you for
certain expenses, which is equivalent to half of the compensation to be received by the
underwriter. Please disclose what consideration you, the sponsor, or any of your or the
sponsor's affiliates are giving to the underwriters in exchange for this payment, or advise.
            Please contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey C. Selman, Esq.

CORRESP
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 DLA Piper LLP (US)

555 Mission St. #2400

San Francisco, California 94105

www.dlapiper.com

 July 9, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549-3561

 Attention:
Stacie Gorman and Dorrie Yale

Re:
 GigCapital7 Corp.

 
 Registration Statement on Form S-1

 
 Filed June 7, 2024

 
 File No. 333-280015

Dear Ms. Gorman and Ms. Yale:

 Set
forth below are responses to the comments that were provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to our
client, GigCapital7 Corp. (the “Company” or “GigCapital7”), by your letter dated July 4, 2024, regarding the above-referenced Registration Statement on Form
S-1 (“Form S-1”).

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

 In addition
to the responses to the Staff’s comments, concurrently with the filing of this letter, GigCapital7 will file Amendment No. 1 to Form S-1 (“Amendment
No. 1”) to reflect the Staff’s requested disclosure edits. Unless otherwise specified, all references to page numbers and captions correspond to Form S-1
if referring to the Staff’s comment, or to Amendment No. 1 if in the response.

 Registration Statement on Form S-1 filed on June 7, 2024

 Cover Page

1.
 We note your disclosure that certain institutional investors, which you refer to as “non-managing investors,” have expressed an interest to purchase up to approximately 99% of the units in this offering at the offering price. Please revise to disclose the potential material impact of
these purchases on the public investors. Additionally, please tell us whether the potential limited number of public investors would impact your eligibility to list your securities on Nasdaq, clarify the number of
non-managing sponsor investors

 U.S. Securities and Exchange Commission

July 9, 2024

  Page
 2

who have expressed an interest in purchasing securities, and to the extent material, identify such investors. In addition, you also state that certain of these non-managing investors have committed to purchase shares from you in a private placement and you define “non-managing investors” on page 1 to refer to holders of
your private placement shares prior to the offering. Please revise to clarify.

 RESPONSE: The Company
respectfully acknowledges the Staff’s comment and has revised and supplemented its disclosures with respect to the number of non-managing investors and the impact of
non-managing investors’ purchases of public units in this offering on the public investors on cover pages 2 – 3 and additionally updated the disclosures accordingly on
pages 17 - 18, 21 - 24 and 29 of Amendment No. 1. The Company has also added a new risk factor regarding the impact of the potential limited number of public investors on the listing of the Company’s securities on
the Nasdaq Stock Market LLC on page 81 of Amendment No. 1 and clarified the definition of “non-managing investors” on page 1 of Amendment No. 1.

Summary, page 1

2.
 We note that your risk factor disclosure exceeds 15 pages in length. Please include in the forepart of
the prospectus a series of concise, bulleted or numbered statements summarizing the principal factors that make an investment in the registrant or offering speculative or risky. Please refer to Item 105 of Regulation S-K.

 RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has moved the summary of risk factors from the section “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” to a new section “Risks” that starts on page 40 of Amendment
No. 1. The Company also further expanded and supplemented the disclosure.

3.
 We note that you disclose that your management has sponsored other special purpose acquisition companies.
Please revise to add balancing disclosures, including the high level of competition you may face in pursuing business combination transaction candidates, which may negatively impact the acquisition terms you are able to negotiate. Revise to add the
current post-combination companies’ ticker symbols. For example, we noted that UpHealth, Inc. and Lightning eMotors appear to be currently trading on OTC Pink.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised section “Conflicts of Interest”
in Summary on pages 35 - 37 of Amendment No. 1 to add balancing disclosures. The Company has also fixed the use of trading symbols of UpHealth, Inc. and Lightning eMotors throughout Amendment No. 1.

 U.S. Securities and Exchange Commission

July 9, 2024

  Page
 3

 Risk Factors, page 38

4.
 Please revise to add a risk factor discussing the risks arising from the reduced public float because non-managing investors may purchase up to an aggregate of approximately 99% of the units in this offering.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has added a new risk factor titled “The non-managing investors have expressed an interest to purchase substantially all of the public units in this offering, which could reduce the trading volume, volatility and liquidity for our public shares, adversely
affect the trading price of our public shares.” on page 80 of Amendment No. 1.

5.
 Please include a risk factor that describes the potential material effect on your shareholders of the
stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with:

•

 liquidations that are not implemented to fall within the meaning of “complete liquidation” in
Section 331 of the Internal Revenue Code,

•

 extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and

•

 de-SPACs, depending on the structure of the de-SPAC transaction.

 Also describe, if applicable, the risk that if
existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has added a new risk factor titled
“If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our
Class A ordinary shares after or in connection with such initial business combination.” on pages 86 – 87 of Amendment No. 1

If we seek shareholder approval of our initial business combination. . ., page 38

6.
 Please expand your disclosures to also discuss the large number of shares that may be owned by the non-managing investors and associated risks regarding their potential votes.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 43 – 44
of Amendment No. 1 to address this comment.

 U.S. Securities and Exchange Commission

July 9, 2024

  Page
 4

 If we are deemed to be an investment company..., page 47

7.
 We note your disclosure regarding the consequences to you if you were deemed to be an investment company
under the Investment Company Act. Please expand this disclosure to clarify that your warrants would expire worthless if you have to wind down your operations as a result of this status. Similarly, on page 63, please expand the risk factor
“We may not be able to complete a business combination with certain potential target companies ...” to address that your warrants would expire worthless if you are required to liquidate.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 52-53 of
Amendment No. 1 to clarify that if the Company is deemed to be subject to the Investment Company Act and is unable to complete an initial business combination within the combination window, the warrants will expire worthless.

In addition, the Company has revised its disclosure on page 69 of Amendment No. 1 to clarify that if the Company cannot complete a
business combination within the combination window because the transaction is still under CFIUS review or because our business combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may be required to liquidate,
and the warrants of the Company will expire worthless.

 Management, page 131

8.
 Your disclosures, including on page 151 and in the risk factors, state that your board is
classified. You also have disclosures, including on page 87, indicating that your entire board will be elected each year. Please revise to reconcile your disclosures, and if you will have a classified board, revise this section to indicate to
which class each director belongs.

 RESPONSE: The Company respectfully acknowledges the Staff’s
comment and has revised its disclosures on pages 142 and 158 of Amendment No. 1 to clarify that the board of directors of the Company following the completion of the offering will not be classified.

Signatures, page II-5

9.
 Your disclosures indicate that your director nominees will become directors at effectiveness. Please
revise your signature page to include the signatures of at least a majority of your board of directors, or advise.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 140-141 of
Amendment No. 1 to clarify that the appointment of the director nominees to the Company’s board of directors will become effective upon the completion of this offering, and thus, no signatures to
Form S-1 from the director nominees are needed.

 *  *  *

 U.S. Securities and Exchange Commission

July 9, 2024

  Page
 5

 The Company and its management acknowledge they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comment, action or absence of action by the Staff.

 If you have any questions regarding
the matters discussed above, please telephone the undersigned, outside counsel to the Company, at (415) 615-6095 or via email at Jeffrey.Selman@us.dlapiper.com.

Sincerely,

/s/ Jeffrey C. Selman

Jeffrey C. Selman

cc:
 Avi S. Katz

Enclosures

July 4, 2024
Avi S. Katz
Chief Executive Officer
GigCapital7 Corp.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re:GigCapital7 Corp.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280015
Dear Avi S. Katz:
            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-1
Cover Page
1.We note your disclosure that certain institutional investors, which you refer to as "non-
managing investors," have expressed an interest to purchase up to approximately 99% of
the units in this offering at the offering price. Please revise to disclose the potential
material impact of these purchases on the public investors.  Additionally, please tell us
whether the potential limited number of public investors would impact your eligibility to
list your securities on Nasdaq, clarify the number of non-managing sponsor investors who
have expressed an interest in purchasing securities, and to the extent material, identify
such investors. In addition, you also state that certain of these non-managing investors
have committed to purchase shares from you in a private placement and you define "non-
managing investors" on page 1 to refer to holders of your private placement shares prior
to the offering. Please revise to clarify.

July 4, 2024
Page 2
Summary, page 1
2.We note that your risk factor disclosure exceeds 15 pages in length. Please include in the
forepart of the prospectus a series of concise, bulleted or numbered statements
summarizing the principal factors that make an investment in the registrant or offering
speculative or risky. Please refer to Item 105 of Regulation S-K.
3.We note that you disclose that your management has sponsored other special purpose
acquisition companies. Please revise to add balancing disclosures, including the high level
of competition you may face in pursuing business combination transaction candidates,
which may negatively impact the acquisition terms you are able to negotiate. Revise to
add the current post-combination companies' ticker symbols. For example, we noted that
UpHealth, Inc. and Lightning eMotors appear to be currently trading on OTC Pink.
Risk Factors, page 38
4.Please revise to add a risk factor discussing the risks arising from the reduced public float
because non-managing investors may purchase up to an aggregate of approximately 99%
of the units in this offering.
5.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
• liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
• extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
• de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
If we seek shareholder approval of our initial business combination. . ., page 38
6.Please expand your disclosures to also discuss the large number of shares that may be
owned by the non-managing investors and associated risks regarding their potential votes.
If we are deemed to be an investment company..., page 47
7.We note your disclosure regarding the consequences to you if you were deemed to be an
investment company under the Investment Company Act. Please expand this disclosure to
clarify that your warrants would expire worthless if you have to wind down your
operations as a result of this status.  Similarly, on page 63, please expand the risk factor
"We may not be able to complete a business combination with certain potential target
companies ..." to address that your warrants would expire worthless if you are required to
liquidate.

July 4, 2024
Page 3
Management, page 131
8.Your disclosures, including on page 151 and in the risk factors, state that your board
is classified. You also have disclosures, including on page 87, indicating that your entire
board will be elected each year. Please revise to reconcile your disclosures, and if you will
have a classified board, revise this section to indicate to which class each director belongs.
Signatures, page II-5
9.Your disclosures indicate that your director nominees will become directors at
effectiveness. Please revise your signature page to include the signatures of at least a
majority of your board of directors, or advise.
            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 Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey C. Selman, Esq.