05/27/2026 | Press release | Distributed by Public on 05/27/2026 18:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (2) | 05/22/2026 | M | 9,932,246 | 05/22/2026 | 05/22/2026 | Common Stock | 9,932,246 | (2) | 0 | I | GigAcquisitions7 Corp.(4) | |||
| Convertible Promissory Note | (5) | 05/22/2026 | J | 29,300 | 05/22/2026 | 05/22/2026 | Class A ordinary shares | 29,300 | (5) | 0 | I | GigAcquisitions7 Corp.(4) | |||
| Convertible Promissory Note | (5) | 05/22/2026 | J | 29,300 | 05/22/2026 | 05/22/2026 | Warrants | 29,300 | (5) | 0 | I | GigAcquisitions7 Corp.(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Katz Avi S C/O GIGACQUISITIONS7 CORP. 1731 EMBARCADERO RD, SUITE 200 PALO ALTO, CA 94303 |
X | X | Chairman | |
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GigAcquisitions7 Corp. C/O GIGACQUISITIONS7 CORP. 1731 EMBARCADERO RD, SUITE 200 PALO ALTO, CA 94303 |
X | |||
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Dinu Raluca C/O GIGACQUISITIONS7 CORP. 1731 EMBARCADERO RD, SUITE 200 PALO ALTO, CA 94303 |
X | X | ||
| /s/ Dr. Avi S. Katz, individually | 05/27/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Dr. Avi S. Katz, as managing member of GigAcquisitions7 Corp. | 05/27/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Dr. Raluca Dinu, individually | 05/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Received by Dr. Avi S. Katz in exchange for 1,750.04 shares of Hadron Energy, Inc. ("Hadron") held by Dr. Katz, in connection with the merger of Hadron into a subsidiary of GigCapital7 Corp. (the "Company") (the "Merger") pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended. |
| (2) | The closing price of the Company's Common Stock on the effective date of the Merger was $5.16. |
| (3) | Received by Dr. Raluca Dinu in exchange for 1,750.04 shares of Hadron held by Dr. Dinu, in connection with the Merger of Hadron into a subsidiary of the Company pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended. |
| (4) | The Common Stock are held directly by GigAcquisitions7 Corp. (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, the Issuer's Chairman of the Board of Directors, and Dr. Dinu, the Issuer's Director. Dr. Katz and Dr. Dinu are the members of the Sponsor, who both have the voting and dispositive power over the shares held by the Sponsor. |
| (5) | In connection with the closing of the Merger, the principal balance of the convertible promissory note was paid in full. |