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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-13 · 103 added, 45 removed, 185 unchanged (44% of the section changed)

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ability to select an appropriate target business or businesses;

ability to complete its business combination;

ability to complete its business combination, including HVII’s recently announced Proposed Business Combination with ONE Nuclear

(as defined below);

expectations around the performance of a prospective target business or businesses;

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financial performance;

other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report, and

in HVII’s Annual Report on Form 10-K for the year ended December 31, 2024.

other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report, in HVII’s

Annual Report on Form 10-K for the year ended December 31, 2024 and in HVII’s future filings with the SEC, including in HVII’s

prospectus/proxy statement included in the Registration Statement (as defined below) that HVII intends to file with the SEC.

foregoing risks and uncertainties may not be exhaustive.

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or magnitude or the extent to which they may negatively impact HVII’s business and its ability to complete a business combination.

Combination Agreement

October 22, 2025, HVII, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger

Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (the “ONE Nuclear”), entered into a business

combination agreement (the “Business Combination Agreement”) that contemplates a $1.0 billion equity valuation of ONE Nuclear

and an all-stock combination transaction (the “Proposed Business Combination).

ONE Nuclear is an independent developer of large-scale

energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things,

(i) HVII will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (the “Domestication”)

and (ii) Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving entity of the

Merger and becoming a direct, wholly-owned subsidiary of HVII.

Upon closing of the Merger (the “Closing,” and the date on

which the Closing occurs, the “Closing Date”), ONE Nuclear will become a direct, wholly-owned subsidiary of HVII, and HVII

will be a publicly traded company operating under the name “ONE Nuclear.” Following the Closing, HVII’s shares of common

stock following the Domestication (“Common Stock”) are expected to trade on Nasdaq under the ticker symbol “ONEN.”

Closing will occur no later than the third business day following the satisfaction or waiver of all of the closing conditions, or at

such other time or in such other manner as agreed upon by HVII and ONE Nuclear in writing.

obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively,

the “Transactions”) are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of customary

closing conditions set forth in the Business Combination Agreement, including:

(i) approval of the Transactions by the shareholders of

HVII and the equityholders of ONE Nuclear;

(ii) the registration statement on Form S-4 (the “Registration Statement”) having

become effective under the Securities Act of 1933, as amended (the “Securities Act”);

(iii) HVII’s shares of Common

Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing on Nasdaq subject

to any requirement to have a sufficient number of round lot holders of Common Stock;

(iv) no governmental authority of competent jurisdiction

will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes the Merger

illegal or otherwise prevents or prohibits the Closing;

(v) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each

as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing;

and (vi) the Domestication will have been completed.

There is no minimum cash condition or financing condition to Closing.

specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks

associated with the proposed Transactions.

Such risks and effects relating to the proposed Transactions will be included in a Registration

Statement on Form S-4 that HVII intends to file with the SEC relating to the Proposed Business Combination.

more information about the Proposed Business Combination and the Business Combination Agreement, see HVII’s Current Report on Form

8-K filed with the SEC on October 23, 2025.

of Operations

has neither engaged in any operations nor generated any operating revenues to date.

The only activities from inception through June 30,

The only activities from inception through September

30, 2025, were organizational activities and those necessary to prepare for HVII’s initial public offering, described below.

not expect to generate any operating revenues until after the completion of its business combination.

does not expect to generate any operating revenues until after the completion of its business combination.

It expects to generate non-operating

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as well as for due diligence expenses in connection with searching for, and completing, a business combination.

the three months ended June 30, 2025, HVII had net income of $1,520,515, which consisted of interest earned on marketable securities

the three months ended September 30, 2025, HVII had net income of $1,191,791, which consisted of interest earned on marketable securities

held in the Trust Account of $1,997,672, interest earned on cash equivalents of $13,338 offset by $819,219 of general and administrative

the six months ended June 30, 2025, HVII had net income of $2,538,521, which consisted of interest earned on marketable securities held

in the Trust Account of $3,448,469, interest earned on cash equivalents of $27,997 offset by $937,945 of general and administrative costs.

the nine months ended September 30, 2025, HVII had net income of $3,730,312, which consisted of interest earned on marketable securities

held in the Trust Account of $5,446,141, interest earned on cash equivalents of $41,335 offset by $1,757,164 of general and administrative

the period from September 27, 2024 (Inception) through September 30, 2024, HVII had a net loss of $10,420 which consisted of general

and administrative costs.

and Capital Resources

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of the initial public offering.

to the period covered by this Report, on January 21, 2025, HVII consummated the initial public offering of 19,000,000 units, which includes

the partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 units, at $10.00 per unit, generating

gross proceeds of $190,000,000.

Simultaneously with the closing of the initial public offering, HVII consummated the sale of an aggregate

of 690,000 private placement units at a price of $10.00 per private placement unit, generating gross proceeds of $6,900,000.

Of the 690,000

private placement units, 500,000 private placement units were purchased by the HVII’s sponsor, and an aggregate of 190,000 private

placement units were purchased by the underwriters of HVII’s initial public offering:

On January 21, 2025,

HVII consummated the initial public offering of 19,000,000 units, which includes the partial exercise by the underwriters of their over-allotment

option in the amount of 1,500,000 units, at $10.00 per unit, generating gross proceeds of $190,000,000.

Simultaneously with the closing

of the initial public offering, HVII consummated the sale of an aggregate of 690,000 private placement units at a price of $10.00 per

private placement unit, generating gross proceeds of $6,900,000.

Of the 690,000 private placement units, 500,000 private placement units

were purchased by the HVII’s sponsor, and an aggregate of 190,000 private placement units were purchased by the underwriters of

HVII’s initial public offering:

Cohen & Company Capital Markets (133,000);

Clear Street LLC (28,500);

and Loop Capital Markets LLC (28,500).

and Loop Capital Markets

LLC (28,500).

the closing of the initial public offering and the sale of the private placement units, a total of $190,000,000 was placed in the Trust

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business or businesses, make other acquisitions and pursue its growth strategies.

intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses and structure, negotiate

and complete a business combination and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay

HVII’s income taxes.

In addition, HVII may pay commitment fees for financing, fees to consultants to assist it with its search

for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses

from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses)

with respect to a particular proposed business combination, although HVII does not have any current intention to do so.

If HVII entered

into an agreement where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down

payment or to fund a “no-shop” provision would be determined based on the terms of the specific proposed business combination

and the amount of HVII’s available funds at the time.

HVII’s forfeiture of such funds (whether as a result of its breach

or otherwise) could result in its not having sufficient funds to continue searching for, or conducting due diligence with respect to,

prospective target businesses.

HVII intends to use the funds held outside the Trust Account primarily to identify

and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses and structure, negotiate and complete a business combination and to pay taxes to the extent the interest

earned on the Trust Account is not sufficient to pay HVII’s income taxes.

As discussed above under “ Recent Events ,”

on October 22, 2024, HVII entered into a Business Combination Agreement.

In addition, HVII may pay commitment fees for financing, fees

to consultants to assist it with its search for a target business or as a down payment or to fund a “no-shop” provision (a

provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on

terms more favorable to such target businesses) with respect to a particular proposed business combination, although HVII does not have

any current intention to do so.

If HVII entered into an agreement where it paid for the right to receive exclusivity from a target business,

the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of

the specific proposed business combination and the amount of HVII’s available funds at the time.

HVII’s forfeiture of such

funds (whether as a result of its breach or otherwise) could result in its not having sufficient funds to continue searching for, or conducting

due diligence with respect to, prospective target businesses.

order to fund working capital deficiencies or finance transaction costs in connection with a business combination, HVII’s sponsor

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Sheet Financing Arrangements

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

HVII does not

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

HVII has not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities or purchased any non-financial assets.

does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support services and an agreement

to pay Nicholas Geeza, HVII’s chief financial officer, an aggregate of $10,000 per month.

HVII began incurring these fees on January

17, 2025, and will continue to incur these fees monthly until the earlier of the completion of its business combination and its liquidation.

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities or purchased any non-financial assets.

does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay, commencing on January 17, 2025, an aggregate of $15,000 per month for office space, utilities and secretarial and

administrative support services, which amount increased to an aggregate of $25,000 per month beginning September 1, 2025, and an

agreement to pay Nicholas Geeza, HVII’s chief financial officer, an aggregate of $10,000 per month.

HVII began incurring these

fees on January 17, 2025, and will continue to incur these fees monthly until the earlier of the completion of its business

combination and its liquidation.

HVII has agreed to pay consulting and advisory fees of $11,000 per month, with a discretionary annual bonus of up

to $25,000, to an affiliate of HVII’s sponsor for services related to the execution and consummation of a business combination,

which payments commenced in September 2025.

An aggregate of approximately $9,068 was charged to operations for the three months and nine

months ended September 30, 2025 for such consulting and advisory services.

In addition, in January 2025, HVII began to compensate a Vice

President of HVII $16,500 per month, with a discretionary annual bonus of up to $165,000, for her services.

An aggregate of approximately

$44,406 and $136,771, respectively, was charged to operations for the three months and nine months ended September 30, 2025, respectively,

for such services.

underwriters of HVII’s initial public offering were entitled to a cash underwriting discount of $0.20 per unit, or $3,800,000 in

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis