What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-31 · 795 added, 853 removed, 669 unchanged (71% of the section changed)

is a newly organized special purpose acquisition company (a “SPAC”) incorporated as a Cayman Islands exempted company on

September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

business combination with one or more businesses, which is referred to throughout this Report as its initial business combination.

registration statement for HVII’s initial public offering became effective on January 16, 2025.

is a newly organized special purpose acquisition company (a “SPAC”) incorporated as a Cayman Islands exempted company with

limited liability on September 27, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses, which is referred to throughout this Report as its initial business combination.

registration statement for HVII’s initial public offering became effective on January 16, 2025.

On January 21, 2025, HVII consummated

its initial public offering of 19,000,000 units, which included 1.5 million units sold pursuant to the partial exercise of the underwriters’

over-allotment option, generating gross proceeds of $190.0 million, and incurring offering costs of approximately $12.6 million, inclusive

1 unchanged sentence

Substantially

concurrently with the closing of HVII’s initial public offering, HVII consummated the private placement of 690,000 private placement

units at a price of $10.00 per private placement unit to its sponsor and the underwriters, generating gross proceeds of $6,900,000.

1 unchanged sentence

were purchased by the underwriters.

the closing of HVII’s initial public offering and the concurrent private placement, $190,000,000 ($10.00 per public share) of the

net proceeds of the initial public offering and certain of the proceeds of the private placement were placed in a trust account located

6 unchanged sentences

Except with respect to permitted withdrawals, the proceeds from the initial public and the sale of the private

placement units will not be released from the trust account until the earliest of (i) the completion of HVII’s initial business

combination and (ii) the distribution of the funds in the trust account as described below.

2 unchanged sentences

Those units not separated continued to trade

on the Nasdaq Global Market under the symbol “HVIIU”

and HVII’s Class A ordinary shares and the share rights that were

separated trade under the symbols “HVII”

and “HVIIR,”

respectively.

on the Nasdaq Global Market under the symbol “HVIIU” and HVII’s Class A ordinary shares and the share rights that were

separated trade under the symbols “HVII” and “HVIIR,” respectively.

HVII may pursue an acquisition opportunity in any business, industry, sector or geographical location, HVII intends to focus on industries

that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire

a business, focusing on the industrial technology and energy transition sectors.

1 unchanged sentence

an expected aggregate enterprise value of $500 million or greater.

sponsor is a Nevada limited liability company formed for the purpose of serving as HVII’s sponsor in connection with its search

Combination Agreement

October 22, 2025, HVII, Merger Sub and ONE Nuclear entered into a business combination agreement (as may be amended or supplemented from

time to time, the “Business Combination Agreement”), which contemplates an all-stock business combination transaction and

aggregate consideration of $1.0 billion payable to the ONE Nuclear Members.

ONE Nuclear is an independent developer of large-scale energy

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

ONE Nuclear is a development stage entity,

with de minimis assets, no historic business operations and no revenues or developments currently under construction, and investors and

potential investors should consider the financial constraints, uncertainties and risks described in the section of the S-4 Registration

Statement (as defined below) entitled “ Risk Factors — Risks Related to ONE Nuclear’s Business and Industry .”

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 and (ii) Merger Sub will

merge with and into the 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 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.

HVII, as registrant, and ONE Nuclear, as co-registrant, filed

a registration statement on Form S-4 (File No.

333-292440) (as may be amended and supplemented from time to time, the “S-4 Registration

Statement”), with the U.S.

Securities and Exchange Commission (the “SEC”) on December 23, 2025.

more information on the Proposed Business Combination, the Business Combination Agreement and the extraordinary general meeting of shareholders

in connection with the Proposed Business Combination, please see the section of this Report entitled “ Management’s Discussion

and Analysis Financial Condition and Results of Operations .”

sponsor is a Nevada limited liability company formed for the purpose of serving as HVII’s sponsor in connection with its search

for an initial business combination.

The roles and responsibilities of HVII’s sponsor and its affiliates are to initiate HVII’s

formation through an initial public offering, to identify, acquire and operate one or more businesses, and to hold security interests

following entities and individuals have a direct or indirect material interest in the sponsor:

Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct

material interest in HVII’s sponsor as its sole managing member;

Hennessy has an indirect material interest in HVII’s sponsor as a managing member

and majority equity owner of HCG;

Hennessy has an indirect material interest in HVII’s sponsor as a managing member

and minority equity owner of HCG.

2014, HVII’s management team has announced, completed or otherwise served as an advisor to 13 different business combinations with

early- to late-stage industrial products and services companies, industrial technology and energy transition companies on six continents.

HVII’s management team is one of the most experienced SPAC sponsors and is a leader in the SPAC asset class.

Below are experiences

HVII’s sponsor, its affiliates, and any of its promoters and HVII’s management have had in organizing SPACs and other SPACs

in which HVII’s sponsor, its affiliates and any of its promoters, and HVII’s management are involved, along with certain

other information:

Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct material interest in HVII’s sponsor

as its sole managing member;

Hennessy has an indirect material interest in HVII’s sponsor as a managing member and majority equity owner of HCG;

Hennessy has an indirect material interest in HVII’s sponsor as a managing member and minority equity owner of HCG.

2014, HVII’s management team has executed or otherwise served as an advisor to 13 different pending or completed business combinations

with early- to late-stage industrial products and services companies, industrial technology and energy transition companies on six continents.

HVII’s management team is one of the most experienced SPAC sponsors and is a leader in the SPAC asset class.

The HVII management

team’s track record of pending or completed business combinations structured to bring growth companies to the public markets is

summarized below — including initial public offering (“IPO”) year, SPAC size, and business combination target:

SPAC (Hennessy Capital Acquisition Corp.

(“Hennessy I”)), Target

(Blue Bird Corp.

(“Blue Bird”)).

Hennessy I’s initial public offering closed

January 16, 2014, at approximately $115 million.

There was no extension of the SPAC term

and there were approximately 64.8% redemptions in connection with the business combination.

Hennessy I’s business combination with School Bus Holdings, Inc.

to form Blue Bird

closed on February 24, 2015.

Shares of Blue Bird common stock trade on the Nasdaq Stock Market

under the symbol “BLBD”, and the price of the common stock has ranged from $7.14

to $59.40 following the consummation of the business combination, with a closing price of

$35.14 on February 28, 2025;

(“Hennessy I”)), Target (Blue Bird Corp.

(“Blue Bird”)).

Hennessy I’s initial public offering closed January 16, 2014, at approximately $115 million.

There was no extension of the

SPAC term and there were approximately 64.8% redemptions in connection with the business combination.

Hennessy I’s business

combination with School Bus Holdings, Inc.

to form Blue Bird closed on February 24, 2015.

Shares of Blue Bird common stock trade

on the Nasdaq Stock Market under the symbol “BLBD”, and the price of the common stock has ranged from $7.14 to $62.90

following the consummation of the business combination, with a closing price of $58.27 on February 27, 2026;

SPAC (Hennessy Capital Acquisition Corp.

II (“Hennessy II”)),

Target (Daseke, Inc.

(“Daseke”)).

Hennessy II’s initial public offering

closed July 22, 2015, at approximately $200 million.

There was no extension of the SPAC term

and there were approximately 58.1% redemptions in connection with the business combination.

Hennessy II’s business combination with Daseke, Inc.

II (“Hennessy II”)), Target (Daseke, Inc.

Hennessy II’s initial public offering closed July 22, 2015, at approximately $200 million.

There was no extension of the SPAC

term and there were approximately 58.1% redemptions in connection with the business combination.

Hennessy II’s business combination

with Daseke, Inc.

closed on February 27, 2017.

of Daseke common stock traded on the Nasdaq Stock Market under the symbol “DSKE”,

and the price of the common stock has ranged from $0.86 to $14.47 following the consummation

of the business combination.

Daseke was acquired by TFI International (NYSE and TSX:

on April 3, 2024 for $8.30 per share;

Shares of Daseke common stock traded on the Nasdaq Stock Market under the symbol “DSKE”,

and the price of the common stock has ranged from $0.86 to $14.47 following the consummation of the business combination.

was acquired by TFI International (NYSE and TSX:

TFII) on April 3, 2024 for $8.30 per share;

SPAC (Hennessy Capital Acquisition Corp.

III (“Hennessy III”)),

Target (NRC Group Holdings Corp.

(“NRC Group”)).

Hennessy III’s initial

public offering closed June 22, 2017, at approximately $258 million.

III (“Hennessy III”)), Target (NRC Group Holdings Corp.

Hennessy III’s initial public offering closed June 22, 2017, at approximately $258 million.

There was no extension

of the SPAC term and there were approximately 81.6% redemptions in connection with the business

Hennessy III’s business combination with NRC Group closed on October 17,

Prior to its acquisition by US Ecology, Inc., shares of NRC Group common stock traded

on the NYSE American under the symbol “NRCG”, and the price of the common stock

ranged from $6.65 to $13.00 following the consummation of the business combination.

was acquired by US Ecology, Inc.

on November 1, 2019, for $12.16 per share;

of the SPAC term and there were approximately 81.6% redemptions in connection with the business combination.

Hennessy III’s

business combination with NRC Group closed on October 17, 2018.

Prior to its acquisition by US Ecology, Inc., shares of NRC Group

common stock traded on the NYSE American under the symbol “NRCG”, and the price of the common stock ranged from $6.65

to $13.00 following the consummation of the business combination.

NRC Group was acquired by US Ecology, Inc.

on November 1, 2019,

for $12.16 per share;

SPAC (Hennessy Capital Acquisition Corp.

IV (“Hennessy IV”)),

Target (Canoo Inc.

(“Canoo”)).

Hennessy IV’s initial public offering closed

February 28, 2019, at approximately $303 million.

The SPAC term was extended and there were

approximately 0.8% redemptions in connection with the extension and no redemptions in connection

with the business combination.

Hennessy IV’s business combination with Canoo closed

on December 21, 2020.

Shares of Canoo common stock traded on the Nasdaq Stock Market under

the symbol “GOEV”, and the price of the common stock, after giving effect to

its reverse stock splits, ranged from $1.12 to $11,453.60 following the consummation of the

business combination, with a closing price of $1.35 on January 17, 2025, the date on which

Canoo filed for bankruptcy;

IV (“Hennessy IV”)), Target (Canoo Inc.

Hennessy IV’s initial public offering closed February 28, 2019, at approximately $303 million.

The SPAC term was extended and

there were approximately 0.8% redemptions in connection with the extension and no redemptions in connection with the business combination.

Hennessy IV’s business combination with Canoo closed on December 21, 2020.

Shares of Canoo common stock traded on the Nasdaq

Stock Market under the symbol “GOEV”, and the price of the common stock, after giving effect to its reverse stock splits,

ranged from $1.12 to $11,453.60 following the consummation of the business combination, with a closing price of $1.35 on January

17, 2025, the date on which Canoo filed for bankruptcy;

SPAC (Hennessy Capital Investment Corp.

V (“Hennessy V”)).

V’s initial public offering closed September 28, 2021.

Hennessy V was liquidated in

December 2022.

(2021) (members of HVII’s management team acquired the SPAC sponsor) :

(“two”)), Target (Logistics Properties of the Americas (“Logistics”)).

Two’s initial public offering closed March 30, 2021, at approximately $200 million.

The SPAC term was extended twice and there were approximately 76.7% and 16.2% redemptions,

respectively, in connection with extensions and approximately 97.5% in connection with the

business combination.

two’s business combination with Logistics closed on March 27,

Shares of Logistics common stock trade on the NYSE American under the symbol “LPA”,

and the price of the common stock, after giving effect to its stock split, has ranged from

$5.59 to $525.00 following the consummation of the business combination, with a closing price

of $9.70 on February 28, 2025;

SPAC (PropTech Acquisition Corp (“PropTech I”)), Target (Porch

(“Porch”)).

PropTech I’s initial public offering closed November

21, 2019, at approximately $173 million.

There was no extension of the SPAC term and there

were approximately 0.00002% redemptions in connection with the business combination.

I’s business combination with Porch closed on December 23, 2020.

Shares of Porch common

stock trade on the Nasdaq Stock Market under the symbol “PRCH”, and the price

of the common stock has ranged from $0.50 to $27.50 following the consummation of the business

combination, with a closing price of $6.99 on February 28, 2025;

SPAC (PropTech Investment Corporation II (“PropTech II”)), Target

(Appreciate Holdings, Inc.

(“Appreciate”)).

PropTech II’s initial public

offering closed December 3, 2020, at approximately $230 million.

There was no extension of

the SPAC term and there were approximately 56.8% redemptions in connection with the business

PropTech II’s business combination with Appreciate closed on November

Shares of Appreciate common stock traded on the Nasdaq Stock Market under the symbol

“SFRT”

until November 30, 2023, and the price of the common stock ranged from

$0.0001 to $13.40 following the consummation of the business combination;

V (“Hennessy V”)).

Hennessy V’s initial public offering closed

September 28, 2021.

Hennessy V was liquidated in December 2022.

(2021) (members of HVII’s management team acquired the SPAC sponsor) :

SPAC (two (“two”)), Target (Logistics

Properties of the Americas (“Logistics”)).

Two’s initial public offering closed March 30, 2021, at approximately

$200 million.

The SPAC term was extended twice and there were approximately 76.7% and 16.2% redemptions, respectively, in connection

with extensions and approximately 97.5% in connection with the business combination.

two’s business combination with Logistics

closed on March 27, 2024.

Shares of Logistics common stock trade on the NYSE American under the symbol “LPA”, and the

price of the common stock, after giving effect to its stock split, has ranged from $2.04 to $525.00 following the consummation of

the business combination, with a closing price of $2.52 on February 27, 2026;

SPAC (PropTech Acquisition Corp (“PropTech I”)), Target (Porch Group, Inc.

I’s initial public offering closed November 21, 2019, at approximately $173 million.

There was no extension of the SPAC term

and there were approximately 0.00002% redemptions in connection with the business combination.

PropTech I’s business combination

with Porch closed on December 23, 2020.

Shares of Porch common stock trade on the Nasdaq Stock Market under the symbol “PRCH”,

and the price of the common stock has ranged from $0.50 to $27.50 following the consummation of the business combination, with a

closing price of $8.21 on February 27, 2026;

SPAC (PropTech Investment Corporation II (“PropTech II”)), Target (Appreciate Holdings, Inc.

(“Appreciate”)).

PropTech II’s initial public offering closed December 3, 2020, at approximately $230 million.

There was no extension of the

SPAC term and there were approximately 56.8% redemptions in connection with the business combination.

PropTech II’s business

combination with Appreciate closed on November 29, 2022.

Shares of Appreciate common stock traded on the Nasdaq Stock Market under

the symbol “SFRT” until November 30, 2023, and the price of the common stock ranged from $0.0001 to $13.40 following

the consummation of the business combination;

SPAC (7GC & Co.

Holdings Inc.

(“7GC”)), Target (Banzai International,

(“Banzai”)).

7GC’s initial public offering closed December 22, 2020,

at approximately $230 million.

The SPAC term was extended twice and there were approximately

77.9% and 34.4% redemptions, respectively, in connection with extensions and approximately

99.3% in connection with the business combination.

7GC’s business combination with

Banzai closed on December 14, 2023.

Shares of Banzai common stock trade on the Nasdaq Stock

Market under the symbol “BNZI”, and the price of the common stock, after giving

effect to its stock split, has ranged from $0.73 to $828.50 following the consummation of

the business combination, with a closing price of $1.44 on February 28, 2025;

(“7GC”)), Target (Banzai International, Inc.

initial public offering closed December 22, 2020, at approximately $230 million.

The SPAC term was extended twice and there were

approximately 77.9% and 34.4% redemptions, respectively, in connection with extensions and approximately 99.3% in connection with

the business combination.

7GC’s business combination with Banzai closed on December 14, 2023.

Shares of Banzai common stock

trade on the Nasdaq Stock Market under the symbol “BNZI”, and the price of the common stock, after giving effect to its

stock split, has ranged from $0.92 to $8,285.00 following the consummation of the business combination, with a closing price of $1.22

on February 27, 2026;

SPAC (Hennessy Capital Investment Corp.

VI (“Hennessy VI”)), Target

(Namib Minerals (“Namib”)).

Hennessy VI’s initial public offering closed

September 28, 2021, at approximately $341 million.

The SPAC term was extended three times

and there were approximately 24.3%, 79.6% and 37.8% redemptions, respectively, in connection

VI (“Hennessy VI”)), Target (Namib Minerals (“Namib”)).

Hennessy VI’s initial public offering closed September 28, 2021 at approximately $341 million.

The SPAC term was extended three

times and there were approximately 24.3%, 79.6%, and 37.8% redemptions, respectively, in connection with extensions and approximately

96% redemptions in connection with the business combination.

Hennessy VI’s business combination with Namib closed on June 5,

Namib is an established African gold producer with an attractive portfolio of mines in Zimbabwe supported by high-grade, low-cost

production, extensive infrastructure and pro-mining government policy.

Shares of Namib ordinary shares trade on the Nasdaq Stock

Market under the symbol “NAMM”, and the price of the ordinary shares has ranged from $0.91 to $55.00 following the consummation

of the business combination, with a closing price of $3.80 on February 27, 2026;

Digital (2021) (members of HVII’s management team acquired the SPAC sponsor) :

SPAC (Compass Digital Acquisition Corp.

Digital”)), Target (Key Mining Corp.).

Compass Digital’s initial public offering closed October 14, 2021 at approximately

$212 million.

The SPAC term was extended twice and there were approximately 76% and 52% redemptions, respectively, in connection

with extensions.

Hennessy VI and Namib executed a business combination agreement on June

17, 2024, and it is expected to close in the second quarter of 2025;

Digital (2021) (members of HVII’s management team acquired the SPAC sponsor) :

(Compass Digital Acquisition Corp.

(“Compass Digital”)), Target (EEW Renewables

Ltd (“EEW”)).

Compass Digital’s initial public offering closed October

14, 2021, at approximately $212 million.

The SPAC term was extended twice and there were

approximately 76% and 52% redemptions, respectively, in connection with extensions.

Digital and EEW executed a definitive merger agreement on September 6, 2024;

On January 6, 2026, Compass Digital announced the execution of a business combination agreement with Key Mining

Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets

initially located in Chile and the United States.

The business combination is expected to close in the first half of 2026;

Global (2022) :

SPAC (Jaguar Global Growth Corporation I (“Jaguar Global”)),

Target (Captivision Inc.

(“Captivision”)).

Jaguar Global’s initial public

offering closed February 11, 2022, at approximately $235 million.

SPAC (Jaguar Global Growth Corporation I (“Jaguar Global”)), Target (Captivision Inc.

(“Captivision”)).

Jaguar Global’s initial public offering closed February 11, 2022, at approximately $235 million.

The SPAC term was extended

and there were approximately 56% redemptions in connection with extensions and approximately

99.6% in connection with the business combination.

Jaguar Global’s business combination

with Captivision closed on November 15, 2023.

Shares of Captivision common stock trade on

the Nasdaq Stock Market under the symbol “CAPT”, and the price of the common

stock has ranged from $0.37 to $7.92 following the consummation of the business combination,

with a closing price of $0.56 on February 28, 2025;

Ridge (2021) (members of HVII’s management team advised Twin Ridge and were equityholders

in the SPAC sponsor) :

SPAC (Twin Ridge Capital Acquisition Corp.

(“Twin Ridge”)),

Target (Carbon Revolution Public Limited Company (“Carbon Revolution”)).

Ridge’s initial public offering closed March 3, 2021, at approximately $213 million.

The SPAC term was extended and there were approximately 70.6% redemptions in connection with

the extension and 99.7% redemptions in connection with the business combination.

Twin Ridge’s

business combination with Carbon Revolution closed on November 3, 2023.

Shares of Carbon

Revolution common stock trade on the Nasdaq Stock Market under the symbol “CREV”,

and the price of the common stock has ranged from $2.00 to $197.99 following the consummation

of the business combination, with a closing price of $3.16 on February 28, 2025;

CW (2021) (members of HVII’s management team advised Learn CW and were equityholders

in the SPAC sponsor) :

SPAC (Learn CW Investment Corporation (“LCW”)), Target

(Innventure, Inc.

(“Innventure”)).

LCW’s initial public offering closed

October 7, 2021, at approximately $200 million.

The SPAC term was extended and there were

approximately 59.4% redemptions in connection with extensions and approximately 89.0% in

connection with the business combination.

LCW’s business combination with Innventure

closed on October 2, 2024.

Shares of LCW common stock trade on the Nasdaq Stock Market under

the symbol “INV”, and the price of the common stock has ranged from $6.57 to

$18.75 following the consummation of the business combination, with a closing price of $8.70

on February 28, 2025.

and there were approximately 56% redemptions in connection with extensions and approximately 99.6% in connection with the business

Jaguar Global’s business combination with Captivision closed on November 15, 2023.

Shares of Captivision common

stock trade on the Nasdaq Stock Market under the symbol “CAPT”, and the price of the common stock has ranged from $0.30

to $7.92 following the consummation of the business combination, with a closing price of $0.42 on February 27, 2026;

Ridge (2021) (members of HVII’s management team advised Twin Ridge and were equityholders in the SPAC sponsor) :

Ridge Capital Acquisition Corp.

(“Twin Ridge”)), Target (Carbon Revolution Public Limited Company (“Carbon Revolution”)).

Twin Ridge’s initial public offering closed March 3, 2021, at approximately $213 million.

The SPAC term was extended and there

were approximately 70.6% redemptions in connection with the extension and 99.7% redemptions in connection with the business combination.

Twin Ridge’s business combination with Carbon Revolution closed on November 3, 2023.

Shares of Carbon Revolution common stock

traded on the Nasdaq Stock Market under the symbol “CREV” until they were delisted on February 9, 2026, and the price

of the common stock ranged from $1.48 to $197.99 following the consummation of the business combination;

CW (2021) (members of HVII’s management team advised Learn CW and were equityholders in the SPAC sponsor) :

CW Investment Corporation (“LCW”)), Target (Innventure, Inc.

(“Innventure”)).

LCW’s initial public

offering closed October 7, 2021, at approximately $200 million.

The SPAC term was extended and there were approximately 59.4% redemptions

in connection with extensions and approximately 89.0% in connection with the business combination.

LCW’s business combination

with Innventure closed on October 2, 2024.

Shares of LCW common stock trade on the Nasdaq Stock Market under the symbol “INV”,

and the price of the common stock has ranged from $2.36 to $18.75 following the consummation of the business combination, with a

closing price of $2.84 on February 27, 2026;

SPAC (Hennessy Capital Investment Corp.

VIII (“Hennessy VIII”)).

Hennessy VIII’s initial public

offering closed on February 6, 2026.

SPAC Management Team with Business Combination Success

team is led by Daniel J.

Hennessy, HVII’s Chairman and CEO, who is one of the longest-tenured and most experienced SPAC sponsor

In September 2013, Mr.

15 unchanged sentences

From March 2019 to December 2020, Mr.

Hennessy served as Chairman of the Board and CEO of Hennessy Capital Acquisition Corp.

IV, or Hennessy

IV, which in August 2020 entered into a definitive agreement for an initial business combination with Canoo Holdings Ltd that closed

in December 2020 and is now known as Canoo Inc.

Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition

IV, or Hennessy IV, which in August 2020 entered into a definitive agreement for an initial business combination with Canoo Holdings

Ltd that closed in December 2020 and changed its name to Canoo Inc.

filed for bankruptcy and ceased all operations on January

In October 2020, Mr.

Hennessy founded Hennessy Capital Investment Corp.

HCIC), or Hennessy V, a SPAC incorporated for similar purposes as HVII, with a particular focus on sustainable industrial

technology and infrastructure targets.

In December 2021, Hennessy V liquidated.

In January 2021, Mr.

Hennessy founded Hennessy Capital

Investment Corp.

HCVI), or Hennessy VI, a SPAC incorporated for similar purposes as HVII, with a particular focus on industrial

technology sectors.

Hennessy VI announced the execution of a definitive merger agreement on June 17, 2024, with Namib Minerals, which

is an established African gold producer with an attractive portfolio of mines in Zimbabwe supported by high-grade, low-cost production,

extensive infrastructure and pro-mining government policy.

Since September 2023, Mr.

Hennessy has served as the Chairman of the Board

of Directors of Compass Digital Acquisition Corp.

V, or Hennessy V, a blank check company incorporated

for similar purposes as HVII, with a particular focus on sustainable industrial technology and infrastructure targets.

In December 2021,

Hennessy V liquidated.

From January 2021 to June 2025, Mr.

Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy

Capital Investment Corp.

VI, or Hennessy VI, which in June 2024 entered into a definitive agreement for an initial business combination

with Namib Minerals (NASDAQ:

NAMM) that closed in June 2025.

Namib is an established African gold producer with an attractive portfolio

of mines in Zimbabwe supported by high-grade, low-cost production, extensive infrastructure and pro-mining government policy.

Since September

Hennessy has served as the Chairman of the Board of Directors of Compass Digital Acquisition Corp.

6, 2026, Compass Digital announced the execution of a business combination agreement with Key Mining Corp., an exploration stage global

critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United

Hennessy has also served as a director of Innventure, Inc.

INV) since October 2024.

Hennessy currently serves

as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp.

VIII (NASDAQ:

HCICU), or Hennessy VIII.

addition, Thomas D.

Hennessy, the son of Mr.

Hennessy and HVII’s President and Chief Operating Officer and a director,

has previously, amongst other roles, as director and/or officer, successfully executed the following SPAC business combinations:

two’s business combination with LatAm Logistic Properties, S.A.

Hennessy and HVII’s President and Chief Operating Officer and a director,

currently serves as President and a director of Hennessy VIII.

Hennessy has previously, amongst other roles, as director and/or officer,

successfully executed the following SPAC business combinations:

(i) two’s business combination with LatAm Logistic Properties,

LPA) in March 2024;

(ii) Jaguar Global Growth Corporation

I’s business combination with Captivision Inc.

CAPT) in November 2023;

and (iii) PropTech Acquisition Corporation’s

business combination with Porch Group, Inc.

(ii) Jaguar Global Growth Corporation I’s business combination with Captivision Inc.

in November 2023;

and (iii) PropTech Acquisition Corporation’s business combination with Porch Group, Inc.

PRCH) in December

Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, currently serves as Executive Vice President,

Chief Financial Officer and Secretary of Hennessy VI.

Nicholas Geeza, HVII’s Executive Vice President, Chief Financial Officer and Secretary, currently serves as Executive Vice President,

Chief Financial Officer and Secretary of Hennessy VIII.

He has served since April 2023 as Head of Business Development of Hennessy Capital

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its trust account and delisted its securities from Nasdaq in October 2024.

believes potential sellers of target businesses will favorably view its management team’s credentialed experience of closing and

advising on the completion or announcement of 13 business combinations with vehicles similar to HVII in considering whether or not to

enter into a business combination with it.

However, past performance by members of its management team is not a guarantee either (i)

of success with respect to any business combination HVII may consummate or (ii) that HVII will be able to identify a suitable candidate

for its initial business combination.

Investors should not rely on the historical record of HVII’s management’s performance

as indicative of its future performance.

Geeza has also previously served as Executive Vice President,

Chief Financial Officer and Secretary of Hennessy VI from August 2024 to June 2025.

believes potential sellers of target businesses will favorably view its management team’s credentialed experience of executing

or advising on the pending or completed 13 business combinations with vehicles similar to HVII in considering whether or not to enter

into a business combination with it.

However, past performance by members of its management team is not a guarantee either (i) of success

with respect to any business combination HVII may consummate or (ii) that HVII will be able to identify a suitable candidate for its

initial business combination.

Investors should not rely on the historical record of HVII’s management’s performance as indicative

of its future performance.

believes its management team is well-positioned to take advantage of the growing set of acquisition opportunities focused on industrial

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sectors where HVII expects to source business combination targets including, but not limited to, industrial technology and energy transition.

HVII’s believes that these directors’

collective expertise, contacts and relationships make HVII a highly competitive and

HVII’s believes that these directors’ collective expertise, contacts and relationships make HVII a highly competitive and

desirable merger partner.

The backgrounds of independent directors are highlighted below:

Allen is one of HVII’s independent directors.

Allen has served as a Venture

Partner of Giant Ventures since May 2024.

Allen previously served as founding General

Partner from August 2019 to January 2024 at SE Ventures, a financially oriented, single LP

fund created in partnership with Schneider Electric.

Allen is one of HVII’s independent directors.

Allen has served as a Venture Partner of Giant Ventures since May 2024.

Allen previously served as founding General Partner from August 2019 to January 2024 at SE Ventures, a financially oriented,

single LP fund created in partnership with Schneider Electric.

Prior to SE Ventures, Mr.

as global head of venture investing at Zurich-based ABB Ltd.

where he was also a member of

ABB’s Technology Leadership Team and served on the Board of Directors of Enbala Power

Networks, acquired in 2020 by Generac, and Industrial Defender, acquired by Lockheed Martin

Prior to joining ABB in 2010, Mr.

Allen worked at Core Capital Partners, Microsoft

Corporation, Dean & Company and Bates White.

Bonner is one of HVII’s independent directors.

Bonner served on the Board of Directors

of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August

2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August

2020 until June 2022), Chair of the Compensation Committee of the Board of Directors of Daseke

(January 2020 until July 2022) and the Audit and Compensation Committees of the Board of

Directors of Daseke.

Bonner’s 33-year career with Texas Instruments, Inc.

TXN), a Fortune 500 publicly traded technology company that designs and manufactures semiconductors

and various integrated circuits, spanned several executive leadership positions, including

Vice President and Chief Information Officer from 2000 to 2014 and other leadership positions

in product profit and loss management, worldwide marketing and post-acquisition integration.

Bonner brings to HVII’s Board significant experience and insight in sales management;

Allen served as global head of venture investing

at Zurich-based ABB Ltd.

where he was also a member of ABB’s Technology Leadership Team and served on the Board of Directors

of Enbala Power Networks, acquired in 2020 by Generac, and Industrial Defender, acquired by Lockheed Martin in 2014.

Prior to joining

ABB in 2010, Mr.

Allen worked at Core Capital Partners, Microsoft Corporation, Dean & Company and Bates White.

Bonner is one of HVII’s independent directors.

Bonner currently serves as a director of Hennessy VIII (since February 2026).

Bonner served on the Board of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August

2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August 2020 until June 2022), Chair of the Compensation

Committee of the Board of Directors of Daseke (January 2020 until July 2022) and the Audit and Compensation Committees of the Board

of Directors of Daseke.

Bonner’s 33-year career with Texas Instruments, Inc.

TXN), a Fortune 500 publicly traded

technology company that designs and manufactures semiconductors and various integrated circuits, spanned several executive leadership

positions, including Vice President and Chief Information Officer from 2000 to 2014 and other leadership positions in product profit

and loss management, worldwide marketing and post-acquisition integration.

Bonner brings to HVII’s Board significant experience

and insight in sales management;

human capital management, organization and compensation;

corporate oversight and governance;

business performance;

business scaling post-acquisition implementation/integration;

technology management and development;

and cybersecurity and information technology systems.

Bonner served as a member on the Board of Directors of Copper Mobile from 2012 to 2015

and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015.

Brunelle is one of HVII’s independent directors.

Brunelle has served as Chief Financial

Officer of May Mobility, an autonomous driving company, since October 2023.

information technology management and development;

cybersecurity and information technology systems.

Bonner served as a member on the Board of Directors of Copper Mobile from 2012

to 2015 and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015.

Brunelle is one of HVII’s independent directors.

Brunelle has served as Chief Financial Officer of May Mobility, an autonomous

driving company, since October 2023.

Previously, Ms.

Brunelle served as Chief Financial Officer of Ouster Inc.

from August 2020 to May 2023, which

completed a business combination with Colonnade Acquisition Corp., a SPAC, in March 2021,

and subsequently merged with Velodyne Lidar, Inc.

from August 2020 to

May 2023, which completed a business combination with Colonnade Acquisition Corp., a SPAC, in March 2021, and subsequently merged

with Velodyne Lidar, Inc.

(previously NASDAQ:

VLDR) in February 2023.

HVII believes that having a member of the board of directors with experience as an executive

officer of a SPAC business combination target is unique and will make HVII an attractive

business combination partner to target businesses.

Brunelle has over 20 years of experience

in finance, accounting, investor relations, corporate and business development, as well as

business operations and analytics.

She previously served as Chief Financial Officer of Kinestral

Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief

Operating Officer of Soylent from March 2016 through October 2017.

She has also served as

Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc., and Senior

Consultant for Deloitte & Touche, LLP.

Brunelle currently serves as a director of

Compass Digital Acquisition Corp.

HVII believes that having a member of the board of directors

with experience as an executive officer of a SPAC business combination target is unique and will make HVII an attractive business

combination partner to target businesses.

Brunelle has over 20 years of experience in finance, accounting, investor relations,

corporate and business development, as well as business operations and analytics.

She previously served as Chief Financial Officer

of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent

from March 2016 through October 2017.

She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo,

Inc., and Senior Consultant for Deloitte & Touche, LLP.

Brunelle currently serves as a director of Compass Digital Acquisition

CDAQ) and Bolt Threads, Inc.

and previously served

as a director of Halio International from March 2019 through May 2020.

During her tenure

in leadership positions, she has worked on successful IPOs of technology companies and completed

multiple private and public acquisitions and divestitures.

Saade is one of HVII’s independent directors.

Saade is Founder & Managing Partner

of Impact Master Holdings, Venture Partner at Fenway Summer and Operating Partner at Presidio

and previously served as a director of Halio International from March 2019 through May

During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple

private and public acquisitions and divestitures.

Saade is one of HVII’s independent directors.

Saade currently serves as a director of Hennessy VIII (since February 2026).

Saade is Founder & Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer and Operating Partner at

Presidio Investors.

He also serves as Chairman of the Board of Directors of GP Funding, Inc.

equity-owned financial services company), Chairman of the Board of Directors of The Only

Agency (private equity-owned media & entertainment company), Member of the Board of Directors

of VCheck Global Holdings (private equity-owned tech services company), Member of the Board

of Trustees of Swedish Providence (a large health services enterprise), Member of the Board

of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive

Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School

of Business, CNBC Contributor and host of “Top Of The Game”.

In the recent past,

Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund

Investment Corp.

SVFA), Lead Independent Director and Nominations & Governance

Committee Chair of the Board of Directors of Porch Group, Inc.

PRCH), Board Member

of Global Technology Acquisition Corp.

(private equity-owned financial services

company), Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company), Member

of the Board of Directors of VCheck Global Holdings (private equity-owned tech services company), Member of the Board of Trustees

of Swedish Providence (a large health services enterprise), Member of the Board of Advisors of Harvard University’s Arthur

Rock Center for Entrepreneurship, Executive Fellow at Harvard Business School, Lecturer at University of Washington’s Foster

School of Business, CNBC Contributor and host of “Top Of The Game”.

In the recent past, Javier served as Audit Committee

Chair of the Board of Directors of SoftBank Vision Fund Investment Corp.

SVFA), Lead Independent Director and Nominations

& Governance Committee Chair of the Board of Directors of Porch Group, Inc.

PRCH), Board Member of Global Technology

Acquisition Corp.

GTAC), Board Member of two inc.

now Logistics Properties of the Americas (NYSE:

LPA), Member of the Boards of Trustees of

The Nature Conservancy and Pan American Development Foundation and Member of the Board of

Advisors of DocuSign, Inc.

In 2013, he was appointed by the White House to

serve as Associate Administrator, Chief of Investment & Innovation of the U.S.

Business Administration (SBA), concurrently served on the Committee for Small and Emerging

Companies at the U.S.

Securities & Exchange Commission (SEC), and subsequently served

on the Presidential Transition at the Department of Treasury and the White House’s

Advisory Committee for Trade Policy and Negotiations.

TWOA), now Logistics Properties of the Americas (NYSE:

of the Boards of Trustees of The Nature Conservancy and Pan American Development Foundation and Member of the Board of Advisors of

DocuSign, Inc.

In 2013, he was appointed by the White House to serve as Associate Administrator, Chief of Investment

& Innovation of the U.S.

Small Business Administration (SBA), concurrently served on the Committee for Small and Emerging Companies

Securities & Exchange Commission (SEC), and subsequently served on the Presidential Transition at the Department

of Treasury and the White House’s Advisory Committee for Trade Policy and Negotiations.

Prior to public service, he spent over

20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company,

Booz Allen & Hamilton (NYSE:

20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company, Booz Allen & Hamilton (NYSE:

BAH), Bridgewater Associates, Abbott Laboratories (NYSE:

ABT) and Air America, a company he co-founded.

He holds an MBA from Harvard Business School,

an MS in Operations & Technology from Illinois Institute of Technology and a BS in Industrial

Management from Purdue University.

Sharma is one of HVII’s independent directors.

Sharma has served as an Investment

Committee Advisor of Healthy Home Innovation Fund since March 2024 and as an Independent

Director of Lumen Energy since January 2024.

He holds an MBA from Harvard

Business School, an MS in Operations & Technology from Illinois Institute of Technology and a BS in Industrial Management from

Purdue University.

Sharma is one of HVII’s independent directors.

Sharma has served as an Investment Committee Advisor of Healthy Home Innovation

Fund since March 2024 and as an Independent Director of Lumen Energy since January 2024.

Sharma previously served as an Independent

Director of Fifth Wall Acquisition Corp.

III from May 2021 to December 2023, which completed

its business combination with Mobile Infrastructure Corporation (NYSE American:

Sharma is also a serial entrepreneur, real estate industry veteran and public speaker with

a passion for innovating around the built world.

Most recently CEO of Raise, she aimed to

revolutionize childcare for the future of work.

Previously, she founded StealthForce, (the

gig economy of real estate;

a resource and project management platform for CRE), which was

exited in early 2019.

Prior to StealthForce, she was Deputy to the Head of Global Real Estate

Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson

Lehrman Group, which was the world’s first institutional expert network.

earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton,

and spent over a decade in real estate development and investment.

III from May 2021 to December 2023, which completed its business combination with Mobile

Infrastructure Corporation (NYSE American:

Sharma is also a serial entrepreneur, real estate industry veteran and public

speaker with a passion for innovating around the built world.

Most recently CEO of Raise, she aimed to revolutionize childcare for

the future of work.

Previously, she founded StealthForce, (the gig economy of real estate;

a resource and project management platform

for CRE), which was exited in early 2019.

Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management

at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world’s first institutional

expert network.

Sharma earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over

a decade in real estate development and investment.

Brunelle, Mr.

Saade and Ms.

Sharma received founders’

equity prior to the initial public offering of

Sharma received founders’ equity prior to the initial public offering of

HVII, in line with equity received by outside directors for similar entities.

All of HVII’s directors and officers are individual

investors in HVII’s sponsor.

All of HVII’s directors and officers are individual

investors in HVII’s sponsor.

Markets Experience

HVII team believes it has substantial capital markets expertise, making HVII an attractive business combination partner to target businesses.

As examples of this, at the time of HVII’s initial public offering, the HVII team had completed SPAC business combinations with

a combined total enterprise value of $6.7 billion (at the time of the business combination), completed ten SPAC IPOs for a total of approximately

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Network of Third-Party Advisors

has utilized what its management team believes is an accomplished and proven network of third-party advisors and relationships to assist

with target company origination and evaluation, due diligence and implementation of value creation programs and activities following

its initial business combination.

With respect to target identification, the HVII team has identified, in total, over 1,500 potential

targets since 2014 for prior Hennessy SPACs.

HVII’s origination activities are a core competency that it believes allows it to

select value-maximizing opportunities for its shareholders, consistent with its investment strategy.

Once a letter of intent is signed

with a target, HVII’s team of advisors and consultants is activated, and comprehensive due diligence activities are undertaken

and overseen by HVII, including a review of the target’s financial statements and model, IPO readiness, commercial and competitive

analysis, operations and performance improvement, strategic growth opportunities, as well as customary legal and accounting due diligence.

This network of advisors has supported HCG since inception in 2013 and is now highly familiar with the SPAC vehicle and HVII’s

comprehensive due diligence process.

HVII believes that its network of established third-party advisors and relationships represents

an attractive and differentiated value proposition for investors, sellers, target companies and their management teams.

The HVII management

team identified and evaluated over 390 potential acquisition target companies and completed meaningful reviews of 115 potential acquisition

has utilized what its management team believes is an accomplished and proven network of third-party advisors and relationships to

assist with target company origination and evaluation, due diligence and implementation of value creation programs and activities

following its initial business combination.

With respect to target identification, the HVII team has identified, in total, over

1,500 potential targets since 2014 for prior Hennessy SPACs.

HVII’s origination activities are a core competency that it

believes allows it to select value-maximizing opportunities for its shareholders, consistent with its investment strategy.

letter of intent is signed with a target, HVII’s team of advisors and consultants is activated, and comprehensive due

diligence activities are undertaken and overseen by HVII, including a review of the target’s financial statements and model,

IPO readiness, commercial and competitive analysis, operations and performance improvement, strategic growth opportunities, as well

as customary legal and accounting due diligence.

This network of advisors has supported HCG since inception in 2013 and is now

highly familiar with the SPAC vehicle and HVII’s comprehensive due diligence process.

HVII believes that its network of

established third-party advisors and relationships represents an attractive and differentiated value proposition for investors,

sellers, target companies and their management teams.

The HVII management team identified and evaluated over 160 potential

acquisition target companies and completed meaningful reviews of over 40 potential acquisition targets in connection with selecting

a business combination target for HVII.

investment strategy is directed at industrial technology and energy transition targets of $500 million or greater in expected aggregate

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Million+ Target Business Size.

HVII will seek to acquire one or more businesses with

an expected aggregate enterprise value of $500 million or greater, determined at the sole

discretion of its officers and directors according to reasonably accepted valuation standards

and methodologies.

HVII will seek to acquire one or more businesses with an expected aggregate enterprise value of

$500 million or greater, determined at the sole discretion of its officers and directors according to reasonably accepted valuation

standards and methodologies.

Addressable Market.

HVII will target companies that operate in large addressable markets

within industrial technology and energy transition sectors.

HVII believes its management

team and its board are skilled in analyzing and evaluating companies in these markets based

on their significant past SPAC execution, investing and operating experience.

HVII will target companies that operate in large addressable markets within industrial technology and energy

transition sectors.

HVII believes its management team and its board are skilled in analyzing and evaluating companies in these markets

based on their significant past SPAC execution, investing and operating experience.

and Sustainable Growth Platform.

HVII intends to focus on segments and businesses within

its target sectors that are poised for scalable, sustainable growth due to shifting customer

preferences in favor of products and technologies that enable improvements in automation,

efficiency, safety and customer experience.

HVII intends to focus on segments and businesses within its target sectors that are poised for

scalable, sustainable growth due to shifting customer preferences in favor of products and technologies that enable improvements

in automation, efficiency, safety and customer experience.

Competitive Positioning and Differentiated Technology.

HVII plans to focus on attractive

companies with distinct intellectual property and highly defensible, differentiated technology

aimed at solving critical challenges in their areas of focus.

Companies with unique and disruptive

platforms and product offerings, including technology innovators, will be at the forefront

of HVII’s evaluation process.

HVII’s management team and its board have extensive

operational, commercial and transactional experience with technology-driven companies in

its target sectors, and HVII intends to use these skills to identify market leaders and category

● Experienced

HVII plans to focus on attractive companies with distinct intellectual

property and highly defensible, differentiated technology aimed at solving critical challenges in their areas of focus.

with unique and disruptive platforms and product offerings, including technology innovators, will be at the forefront of HVII’s

evaluation process.

HVII’s management team and its board have extensive operational, commercial and transactional experience

with technology-driven companies in its target sectors, and HVII intends to use these skills to identify market leaders and category

Management Team.

HVII will seek to acquire one or more businesses with a complete, experienced

management team that provides a platform for HVII to further develop the acquired business’s

management capabilities.

HVII will seek to partner with a potential target’s management

team and expects that the operating and financial abilities of its executive team and board

will complement management’s capabilities.

● Partnership

HVII will pursue a partnership approach to working with a management team that

shares its strategic vision and believes HVII can help them achieve the full potential of

their business.

HVII’s management team and its board have a long history of founding

and scaling businesses, and HVII will use its collective experience to help guide management

teams of target businesses.

HVII will seek to acquire one or more businesses with a complete, experienced management team that provides

a platform for HVII to further develop the acquired business’s management capabilities.

HVII will seek to partner with a potential

target’s management team and expects that the operating and financial abilities of its executive team and board will complement

management’s capabilities.

HVII will pursue a partnership approach to working with a management team that shares its strategic vision and believes

HVII can help them achieve the full potential of their business.

HVII’s management team and its board have a long history of

founding and scaling businesses, and HVII will use its collective experience to help guide management teams of target businesses.

from Being a Public Company.

HVII intends to acquire one or more businesses that will

benefit from being publicly traded and can effectively utilize the broader access to capital

and public profile that are associated with being a publicly traded company.

HVII intends to acquire one or more businesses that will benefit from being publicly traded and

can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that HVII’s management

may deem relevant.

These criteria are substantially similar to the criteria set forth by Hennessy I, Hennessy II, Hennessy III, Hennessy

IV, Hennessy V and Hennessy VI for their respective initial business combinations.

All of the previously completed Hennessy Capital business

combinations have met substantially all of the aforementioned criteria, with the exception of Hennessy I, which was targeting a smaller

Business Combination

has up to 24 months from the closing of its initial public offering to consummate an initial business combination.

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shares if it has not consummated an initial business combination within completion window or with respect to any other provisions relating

to shareholders’

rights or pre-initial business combination activity), in which case its public shareholders will be offered an

to shareholders’ rights or pre-initial business combination activity), in which case its public shareholders will be offered an

opportunity to redeem their public shares.

HVII’s sponsor, executive officers and directors have agreed that they will not propose

any such amendment unless HVII provides its public shareholders with the opportunity to redeem their public shares upon approval of any

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If HVII determines not to extend, or fails to obtain shareholder approval to extend, the time period to consummate its initial business

combination, and the time to consummate its initial business combination expires, HVII’s sponsor’s investment in its founder

shares and its private placement units will be worthless.

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of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public shareholders’

rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and its

board of directors, liquidate and dissolve, subject, in each case, to HVII’s obligations under Cayman Islands law to provide for

public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of HVII’s remaining shareholders and its

board of directors, liquidate and dissolve, subject, in each case, to HVII’s obligations under Cayman Islands law to provide for

claims of creditors and the requirements of other applicable law.

There is no limitation on HVII’s ability to raise funds privately

or through loans in connection with its initial business combination.

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does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

if HVII’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial

business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business

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indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations.

as described above, due to the anti-dilution rights of HVII’s founder shares, its public shareholders may incur material dilution.

In addition, HVII intends to target businesses with enterprise values that are greater than it could acquire with the net proceeds of

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for and completion of its initial business combination.

There is no limitation on HVII’s ability to raise funds through the issuance

of equity or equity-linked securities or through loans, advances or other indebtedness in connection with its initial business combination,

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funds available to it, it will be forced to cease operations and liquidate the trust account.

In addition, following HVII’s initial

business combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations.

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at the time of its agreement to enter into its initial business combination.

If HVII’s securities are no longer listed on Nasdaq,

it will not be obligated to satisfy such 80% test.

HVII’s board of directors will make the determination as to the fair market

value of its initial business combination.

If HVII’s board of directors is not able to independently determine the fair market

value of the target business or businesses, HVII will obtain an opinion from an independent investment banking firm that is a member

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business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if

there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

Additionally, pursuant to Nasdaq

rules, any initial business combination must be approved by a majority of HVII’s independent directors.

anticipates structuring its initial business combination either (i) in such a way so that the post-transaction company in which its public

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the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Even if the post-transaction

company owns or acquires 50% or more of the voting securities of the target, HVII’s shareholders prior to its initial business

combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target

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However, as a result of the issuance of a substantial number of new shares,

HVII’s shareholders immediately prior to its initial business combination could own less than a majority of its outstanding shares

subsequent to its initial business combination.

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are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be taken into account for purposes of Nasdaq’s 80% of net assets test.

If the initial business combination involves more than one

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on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as deemed appropriate.

HVII’s management and directors utilize their expertise in analyzing companies in industrial technology sectors in evaluating operating

projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

is not prohibited from pursuing an initial business combination with a company that is affiliated with HVII’s sponsor, officers

or directors.

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Because of this ownership,

HVII’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate the initial business combination.

Further, each of HVII’s officers and directors may have a conflict

of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors

were to be included by a target business as a condition to any agreement with respect to the initial business combination.

of HVII’s officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other

obligations or duties to one or more other entities, including Hennessy VI, pursuant to which such officer or director is or will be

of HVII’s officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other

obligations or duties to one or more other entities, including Hennessy VIII, pursuant to which such officer or director is or will be

required to present a business combination opportunity.

Accordingly, if any of HVII’s officers or directors becomes aware of a

business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations

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and only present it to HVII if such entities reject the opportunity and he or she determines to present the opportunity to HVII.

conflicts may not be resolved in HVII’s favor and a potential target business may be presented to another entity prior to its presentation

HVII’s amended and restated memorandum and articles of association provide that HVII renounces its interest in any corporate

conflicts may not be resolved in HVII’s favor and a potential target business may be presented to another entity prior to its presentation

HVII’s amended and restated memorandum and articles of association provide that HVII renounces its interest in any corporate

opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity

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legal obligation.

As a result, the fiduciary, contractual or other obligations or duties of HVII’s officers or directors could

materially affect HVII’s ability to complete its initial business combination.

As a result, the fiduciary, contractual or other obligations or duties of HVII’s officers or directors could

materially affect HVII’s ability to complete its initial business combination.

sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other SPAC prior to completion

of HVII’s initial business combination.

As a result, HVII’s sponsor, officers or directors could have conflicts of interest

of HVII’s initial business combination.

As a result, HVII’s sponsor, officers or directors could have conflicts of interest

in determining whether to present business combination opportunities to HVII or to any other SPAC with which they may become involved.

For example, each of Mr.

Hennessy and Mr.

Geeza is currently an officer of Hennessy VI and owes fiduciary duties to Hennessy

VI, which may compete with HVII for acquisition opportunities.

Hennessy, Mr.

Thomas Hennessy and Mr.

Geeza is currently an officer of Hennessy VIII and owes fiduciary duties to Hennessy

VIII, which may compete with HVII for acquisition opportunities.

Although HVII has no formal policy in place for vetting potential conflicts

of interest, HVII’s board of directors will review any potential conflicts of interest on a case-by-case basis.

In particular,

affiliates of HVII’s sponsor are currently sponsoring one other SPAC, Hennessy VI.

Any such companies, including Hennessy VI, may

present additional conflicts of interest in pursuing an acquisition target.

affiliates of HVII’s sponsor are currently sponsoring one other SPAC, Hennessy VIII.

Any such companies, including Hennessy VIII,

may present additional conflicts of interest in pursuing an acquisition target.

However, HVII does not believe that any potential conflicts

with Hennessy VI would materially affect HVII’s ability to complete its initial business combination, because HVII’s management

with Hennessy VIII would materially affect HVII’s ability to complete its initial business combination, because HVII’s management

team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, HVII is not limited by

industry or geography in terms of the acquisition opportunities it can pursue, and Hennessy VI has executed a merger agreement with Namib

Materials, even though HVII expects that Hennessy VI will have priority over HVII with respect to acquisition opportunities until it

industry or geography in terms of the acquisition opportunities it can pursue, and HVII has executed the Business Combination Agreement

with ONE Nuclear, and HVII expects that HVII will have priority over Hennessy VIII with respect to acquisition opportunities until it

completes an initial business combination.

funds in HVII’s trust account available for a business combination initially in the amount of approximately $190,000,000, as of

January 21, 2025, (which amount includes the underwriters’

deferred underwriting discounts and commissions of $7,600,000), HVII

believes it offers a target business a variety of options such as creating a liquidity event for its owners, providing capital for the

potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because HVII is able

to complete its initial business combination using its cash, debt or equity securities or a combination of the foregoing, HVII has the

flexibility to use the most efficient combination that will allow it to tailor the consideration to be paid to the target business to

fit its needs and desires.

However, HVII has not taken any steps to secure third-party financing and there can be no assurance it will

be available to HVII.

funds in HVII’s trust account available for a business combination in the amount of approximately $196,958,306, as of December

31, 2025, (which amount includes the underwriters’ deferred underwriting discounts and commissions of up to $7,600,000),

assuming no redemptions, HVII believes it offers a target business a variety of options such as creating a liquidity event for its

owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing

its debt ratio.

Because HVII is able to complete its initial business combination using its cash, debt or equity securities or a

combination of the foregoing, HVII has the flexibility to use the most efficient combination that will allow it to tailor the

consideration to be paid to the target business to fit its needs and desires.

However, HVII has not taken any steps to secure

third-party financing and there can be no assurance it will be available to HVII.

the Initial Business Combination

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in such companies and businesses.

HVII’s initial business combination is paid for using equity or debt securities or not all of the funds released from the trust

account are used for payment of the consideration in connection with its initial business combination or used for redemption of its public

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In the case of an initial business combination funded with assets other

than the trust account assets, HVII’s tender offer documents or proxy materials disclosing the business combination would disclose

the terms of the financing and, only if required by applicable law, HVII would seek shareholder approval of such financing.

no prohibitions on HVII’s ability to raise funds privately or through loans in connection with its initial business combination.

At this time, HVII is not a party to any arrangement or understanding with any third party with respect to raising any additional funds

through the sale of securities or otherwise.

HVII’s management will assess the risks inherent in a particular target business with which HVII may combine, HVII cannot assure

investors that this assessment will result in identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of HVII’s control, meaning that HVII can do nothing to control or reduce the chances that those risks will

adversely impact a target business.

time required to select and evaluate a target business and to structure and complete HVII’s initial business combination, and the

costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to

the identification and evaluation of a prospective target business with which HVII’s initial business combination is not ultimately

completed will result in HVII incurring losses and will reduce the funds HVII can use to complete another business combination.

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may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event HVII may

pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

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bring opportunities to HVII that may not otherwise be available or if finders approach HVII on an unsolicited basis with a potential

transaction that its management determines is in HVII’s best interest to pursue.

Payment of finder’s fees is customarily

transaction that its management determines is in HVII’s best interest to pursue.

Payment of finder’s fees is customarily

tied to the completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

however, will HVII’s sponsor or any of its existing officers or directors or any entity with which HVII’s sponsor or officers

are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation

by the company prior to, or in connection with any services rendered in order to effectuate, the completion of HVII’s initial business

however, will HVII’s sponsor or any of its existing officers or directors or any entity with which HVII’s sponsor or officers

are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation

by the company prior to, or in connection with any services rendered in order to effectuate, the completion of HVII’s initial business

combination (regardless of the type of transaction that it is).

None of HVII’s sponsor, executive officers or directors or any

of their respective affiliates, are allowed to receive any compensation, finder’s fees or consulting fees from a prospective business

None of HVII’s sponsor, executive officers or directors or any

of their respective affiliates, are allowed to receive any compensation, finder’s fees or consulting fees from a prospective business

combination target in connection with a contemplated initial business combination.

HVII has agreed to pay an affiliate of its sponsor

a total of $15,000 per month for office space, utilities and secretarial and administrative support and to reimburse its sponsor for

any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

Some of HVII’s

officers and directors may enter into employment or consulting agreements with the post-transaction company following HVII’s initial

has agreed to pay an affiliate of its sponsor, 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 to reimburse its sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial

business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in HVII’s selection

process of an initial business combination candidate.

HVII pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his

services until the earlier of the consummation of HVII’s initial business combination or its liquidation.

Some of HVII’s officers and directors may enter into employment or consulting agreements with the post-transaction

company following HVII’s initial business combination.

The presence or absence of any such fees or arrangements will not be used

as a criterion in HVII’s selection process of an initial business combination candidate.

HVII pays Nicholas Geeza, its Chief Financial

Officer, $10,000 per month for his services until the earlier of the consummation of HVII’s initial business combination or its

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.

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.

HVII will continue to incur these fees monthly until the earlier of

the completion of its business combination and its liquidation.

is not prohibited from pursuing an initial business combination with a company that is affiliated with its sponsor, executive officers

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HVII is not required to obtain such an opinion in any other context.

any of HVII’s executive officers or directors becomes aware of a business combination opportunity that falls within the line of

business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present

such business combination opportunity to such entity prior to presenting such business combination opportunity to HVII.

All of HVII’s

executive officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over

their duties to HVII, subject to his or her fiduciary duties under Cayman Islands law.

HVII’s amended and restated memorandum and

articles of association provide that to the fullest extent permitted by applicable law:

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bankers, private investment funds and other intermediaries.

Target businesses may be brought to HVII’s attention by such unaffiliated

sources as a result of being solicited by HVII through calls or mailings.

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types of businesses HVII is targeting.

HVII’s officers and directors, as well as their affiliates, may also bring to HVII’s

attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries

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of its officers and directors.

of a Target Business and Structuring of HVII’s Initial Business Combination

rules require that HVII must complete one or more business combinations having an aggregate fair market value of at least 80% of the

value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account)

at the time of HVII’s agreement to enter into its initial business combination.

If HVII’s securities are no longer listed

at the time of HVII’s agreement to enter into its initial business combination.

If HVII’s securities are no longer listed

on Nasdaq, HVII will not be obligated to satisfy such 80% test.

The fair market value of HVII’s initial business combination will

be determined by its board of directors based upon one or more standards generally accepted by the financial community, such as discounted

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of M&A transactions of comparable businesses.

If HVII’s board is not able to independently determine the fair market value

of the target business or businesses, HVII will obtain an opinion from an independent investment banking firm that is a member of FINRA

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will be the case.

Subject to this requirement, HVII’s management will have virtually unrestricted flexibility in identifying and

selecting one or more prospective target businesses, although HVII will not be permitted to effectuate its initial business combination

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of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company

is what will be taken into account for purposes of Nasdaq’s 80% of net assets test.

There is no basis for investors in HVII to

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stages of development or growth, HVII may be affected by numerous risks inherent in such company or business.

Although HVII’s management

will endeavor to evaluate the risks inherent in a particular target business, HVII cannot assure investors that it will properly ascertain

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legal and other information which will be made available to HVII.

time required to select and evaluate a target business and to structure and complete HVII’s initial business combination, and the

costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to

the identification and evaluation of a prospective target business with which HVII’s initial business combination is not ultimately

completed will result in HVII incurring losses and will reduce the funds HVII can use to complete another business combination.

of Business Diversification

the completion of HVII’s initial business combination, the prospects for HVII’s success may depend entirely on the future

performance of a single business.

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By completing

HVII’s initial business combination with only a single entity, HVII’s lack of diversification may:

HVII to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which HVII operates after

its initial business combination;

HVII to depend on the marketing and sale of a single product or limited number of products

Ability to Evaluate the Target’s Management Team

HVII’s initial business combination with only a single entity, HVII’s lack of diversification may:

HVII to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on

the particular industry in which HVII operates after its initial business combination;

HVII to depend on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

HVII intends to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting its

initial business combination with that business, HVII’s assessment of the target business’s management may not prove to be

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of HVII’s management team, if any, in the target business cannot presently be stated with

any certainty.

While it is possible that one or more of HVII’s directors will remain associated in some capacity with HVII following

its initial business combination, it is highly unlikely that any of them will devote their full efforts to HVII’s affairs subsequent

While it is possible that one or more of HVII’s directors will remain associated in some capacity with HVII following

its initial business combination, it is highly unlikely that any of them will devote their full efforts to HVII’s affairs subsequent

to its initial business combination.

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cannot assure investors that any of its key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of HVII’s key personnel will remain with the combined company will be made at the time of HVII’s

initial business combination.

HVII’s initial business combination, it may seek to recruit additional managers to supplement the incumbent management of the target

HVII cannot assure investors that it will have the ability to recruit additional managers, or that additional managers will

have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve HVII’s Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC.

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approval if it is required by applicable law or stock exchange rule, or it may decide to seek shareholder approval for business or other

long as HVII maintains a listing for its securities on Nasdaq, shareholder approval would be required for HVII’s initial business

combination if, for example:

issues Class A ordinary shares that will be equal to or in excess of 20% of the number of

its Class A ordinary shares then issued and outstanding (other than in a public offering);

of HVII’s directors, officers or substantial shareholders (as defined by Nasdaq rules)

has a 5% or greater interest (or such persons collectively have a 10% or greater interest),

directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of ordinary shares could result in an increase in issued

and outstanding ordinary shares or voting power of 5% or more;

issuance or potential issuance of ordinary shares will result in HVII undergoing a change

issues Class A ordinary shares that will be equal to or in excess of 20% of the number of its Class A ordinary shares then issued

and outstanding (other than in a public offering);

of HVII’s directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such

persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or

otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary

shares or voting power of 5% or more;

issuance or potential issuance of ordinary shares will result in HVII undergoing a change of control.

Companies Act and Cayman Islands law do not currently require, and HVII is not aware of any other applicable law that will require, shareholder

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include a variety of factors, including, but not limited to:

timing of the transaction, including in the event HVII determines shareholder approval would

require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other

additional burdens on the company;

timing of the transaction, including in the event HVII determines shareholder approval would require additional time and there is

either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result

in other additional burdens on the company;

expected cost of holding a shareholder vote;

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time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome

to present to shareholders.

Purchases of HVII’s Securities

HVII seeks shareholder approval of its initial business combination and does not conduct redemptions in connection with its initial business

combination pursuant to the tender offer rules, HVII’s management team, sponsor or any of their respective affiliates may purchase

public shares or units in privately negotiated transactions or in the open market either prior to or following the completion of its

initial business combination.

Such a purchase would include a contractual acknowledgment that such shareholder, although still the record

holder of HVII’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that HVII’s sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions

from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against HVII’s

initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and

any proxy to vote against HVII’s initial business combination.

HVII does not currently anticipate that such purchases, if any,

would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the

going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases

are subject to such rules, the purchasers will be required to comply with such rules.

It is intended that, if Rule 10b-18 would apply

to purchases by HVII’s sponsor, directors, executive officers or any of their affiliates, then such purchases will comply with

Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions,

including with respect to timing, pricing and volume of purchases.

Additionally,

at any time at or prior to HVII’s initial business combination, subject to applicable securities laws (including with respect to

material nonpublic information), HVII’s sponsor, directors, executive officers or their affiliates may enter into transactions

with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of HVII’s

initial business combination, or not redeem their public shares.

However, they have no current commitments, plans or intentions to engage

in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account

will be used to purchase public shares or share rights in such transactions.

If they engage in such transactions, they will be restricted

from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such

purchases are prohibited by Regulation M under the Exchange Act.

HVII has an insider trading policy which will require insiders to (1)

refrain from purchasing securities when they are in possession of any material non-public information and (2) to clear all trades with

HVII’s compliance personnel or legal counsel prior to execution.

HVII cannot currently determine whether its insiders will make

such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing

and size of such purchases.

Depending on such circumstances, HVII’s insiders may either make such purchases pursuant to a Rule

10b5-1 plan or determine that such a plan is not necessary.

purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the business combination,

(ii) reduce the number of public share rights outstanding and/or increase the likelihood of approval on any matters submitted to the

public share right holders for approval in connection with HVII’s initial business combination or (iii) satisfy a closing condition

in an agreement with a target that requires HVII to have a minimum net worth or a certain amount of cash at the closing of HVII’s

initial business combination, where it appears that such requirement would otherwise not be met.

Any such purchases of HVII’s securities

may result in the completion of HVII’s initial business combination that may not otherwise have been possible.

addition, if such purchases are made, the public “float”

of HVII’s securities may be reduced and the number of beneficial

holders of HVII’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading

of HVII’s securities on a national securities exchange.

management team, sponsor or any of their respective affiliates anticipate that they may identify the shareholders with whom HVII’s

sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting HVII

directly or by HVII’s receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following

HVII’s mailing of tender offer or proxy materials in connection with HVII’s initial business combination.

To the extent that

HVII’s sponsor, officers, directors or their affiliates enter into a private transaction, they would identify and contact only

potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust

account or vote against HVII’s initial business combination, whether or not such shareholder has already submitted a proxy with

respect to HVII’s initial business combination but only if such shares have not already been voted at the general meeting related

to HVII’s initial business combination.

HVII’s management team, sponsor or any of their respective affiliates will select

which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem

relevant and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the

other federal securities laws.

management team, sponsor or any of their respective affiliates will be restricted from making purchases of shares if the purchases would

violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

HVII expects any such purchases would be reported by such person pursuant

to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Purchases of HVII’s Securities

the event HVII seeks shareholder approval of HVII’s initial business combination and HVII does not conduct redemptions in connection

with HVII’s initial business combination pursuant to the tender offer rules, the sponsor and HVII’s directors, officers,

advisors, or any of their respective affiliates may purchase units, public shares or share rights or a combination thereof in privately

negotiated transactions or in the open market either prior to or following the completion of HVII’s initial business combination.

There is no limit on the number of securities HVII’s directors, officers, advisors, or their affiliates may purchase in such transactions,

subject to compliance with applicable law and Nasdaq rules.

If the sponsor or its affiliates engage in such transactions prior to the

completion of HVII’s initial business combination, the purchase will be at a price no higher than the price offered through the

redemption process.

Any such securities purchased by the sponsor or its affiliates, or any other third party that would vote at the direction

of the Sponsor or its affiliates, will not be voted in favor of approving HVII’s initial business combination.

However, they have

no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such

transactions.

None of the funds in the trust account will be used to purchase units, public shares or share rights in such transactions.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material

non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

purchase may include a contractual acknowledgement that such public shareholder, although still the record holder of public shares, is

no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

HVII has an insider trading policy

which will require insiders to (1) refrain from purchasing securities when they are in possession of any material non-public information

and (2) to clear all trades with HVII’s compliance personnel or legal counsel prior to execution.

HVII cannot currently determine

whether its insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including

but not limited to, the timing and size of such purchases.

Depending on such circumstances, HVII’s insiders may either make such

purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

the event that the sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates purchase public shares

or share rights in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights

or submitted a proxy to vote against HVII’s initial business combination, such selling public shareholders would be required to

revoke their prior elections to redeem their shares.

The sponsor and its affiliates have entered into an agreement with HVII, pursuant

to which they have agreed to waive their redemption rights with respect to their shares of founder shares and public shares.

not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange

Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at

the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

purpose of such purchases would be to ensure that such public shares would not be redeemed in connection with an initial business combination.

This may result in the completion of HVII’s initial business combination that may not otherwise have been possible.

Any such purchases

will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting

requirements.

addition, if such purchases are made, the public “float” of public shares or share rights may be reduced and the number of

beneficial holders of HVII securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading

of HVII securities on a national securities exchange.

sponsor and HVII’s officers, directors, advisors, and/or any of their respective affiliates anticipate that they may identify public

shareholders with whom the sponsor or HVII’s officers, directors, advisors, or any of their respective affiliates may pursue privately

negotiated purchases by either public shareholders contacting HVII directly or by the receipt of redemption requests submitted by public

shareholders following HVII’s mailing of proxy materials in connection with HVII’s initial business combination.

To the extent

that the sponsor or HVII’s officers, directors, advisors, or any of their respective affiliates enter into a private purchase,

they would identify and contact only potential selling public shareholders who have expressed their election to redeem their public shares

for a pro rata share of the trust account or vote against HVII’s initial business combination, but only if such public shares have

not already been voted at the general meeting related to HVII’s initial business combination.

Such persons would select the public

shareholders from whom to acquire public shares based on the number of public shares available, the negotiated price per public share

and such other factors as any such person may deem relevant at the time of purchase.

The price per public share paid in any such transaction

may be different than, but not higher than, the amount per public share a public shareholder would receive if it elected to redeem its

HVII public shares in connection with HVII’s initial business combination.

The sponsor or HVII’s officers, directors, advisors,

or any of their respective affiliates will purchase public shares only if such purchases comply with Regulation M under the Exchange

Act and the other federal securities laws.

Additionally,

in the event HVII’s management team, sponsor or any of their respective affiliates were to purchase public shares or share rights

from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act

including, in pertinent part, through adherence to the following:

● HVII’s

registration statement/proxy statement filed for its business combination transaction would

disclose the possibility that HVII’s management team, sponsor or any of their respective

affiliates may purchase shares or share rights from public shareholders outside the redemption

in the event the sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates were to purchase HVII

securities from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange

Act including, in pertinent part, through adherence to the following (i) HVII’s registration statement/proxy statement filed for

HVII’s initial business combination transaction would disclose the possibility that the sponsor or HVII’s officers, directors,

advisors and/or any of their respective affiliates may purchase public shares or share rights from public shareholders outside the redemption

process, along with the purpose of such purchases;

HVII’s management team, sponsor or any of their respective affiliates were to purchase

public shares or share rights from public shareholders, they would do so at a price no higher

than the price offered through HVII’s redemption process;

● HVII’s

registration statement/proxy statement filed for its business combination transaction would

include a representation that any of HVII’s securities purchased by HVII’s management

team, sponsor or any of their respective affiliates would not be voted in favor of approving

the business combination transaction;

● HVII’s

management team, sponsor or any of their respective affiliates would not possess any redemption

rights with respect to HVII’s securities or, if they do acquire and possess redemption

rights, they would waive such rights;

would disclose in a Form 8-K, before its security holder meeting to approve the business

combination transaction, the following material items:

amount of HVII’s securities purchased outside of the redemption offer by HVII’s

management team, sponsor or any of their respective affiliates, along with the purchase price;

purpose of the purchases by HVII’s management team, sponsor or any of their respective

impact, if any, of the purchases by HVII’s management team, sponsor or any of their

respective affiliates on the likelihood that the business combination transaction will be

identities of HVII’s security holders who sold to HVII’s management team, sponsor

or any of their respective affiliates (if not purchased on the open market) or the nature

of HVII’s security holders (e.g., 5% security holders) who sold to HVII’s management

team, sponsor or any of their respective affiliates;

number of HVII’s securities for which HVII has received redemption requests pursuant

to HVII’s redemption offer.

see the section of this Report entitled “

Risk Factors —

If HVII seeks shareholder approval of its initial business combination,

HVII’s management team, sponsor or any of their respective affiliates may elect to purchase public shares or share rights from

public shareholders.

This may influence a vote on a proposed initial business combination and reduce the public “float”

HVII’s Class A ordinary shares.

Rights for Public Shareholders Upon Completion of HVII’s Initial Business Combination

(ii) if the sponsor or HVII’s officers, directors, advisors and/or any of their

respective affiliates were to purchase public shares or share rights from public shareholders, they would do so at a price no higher

than the price offered through HVII’s redemption process;

(iii) HVII’s registration statement/proxy statement filed for HVII’s

initial business combination would include a representation that any HVII securities purchased by the sponsor or HVII’s officers,

directors, advisors and/or any of their respective affiliates would not be voted in favor of approving the initial business combination;

and (iv) the sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates would not possess any redemption

rights with respect to HVII securities or, if they do acquire and possess redemption rights, they would waive such rights.

To the extent

that the sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates enter into any such private

purchase prior to the general meeting related to HVII’s initial business combination, HVII will file a current report on Form 8-K

to disclose (i) the amount of HVII securities purchased in any such purchases, along with the purchase price;

(ii) the purpose of any

such purchases;

(iii) the impact, if any, of any such purchases on the likelihood that HVII’s initial business combination will

(iv) the identities or the nature of the HVII security holders ( e.g.

, 5% HVII security holders) who sold their HVII

securities in any such purchases;

and (v) the number of HVII securities for which HVII has received redemption requests pursuant to HVII

public shareholders’ redemption rights in connection with HVII’s initial business combination.

purchases by the Sponsor or HVII’s officers, directors, advisors and/or any of their respective affiliates who are affiliated purchasers

under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are made in compliance with Rule 10b-18, which

is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical

requirements that must be complied with in order for the safe harbor to be available to the purchaser.

The Sponsor or HVII’s officers,

directors and/or any of their respective affiliates will be restricted from making purchases of HVII Public Shares if such purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Rights for Public Shareholders Upon Completion of HVII’s Initial Business Combination

will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of its

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The amount in the trust account

as of January 21, 2025 is approximately $10.00 per public share, net of accrued taxes.

The per share amount HVII will distribute to investors

who properly redeem their shares will not be reduced by the deferred underwriting commissions HVII will pay to the underwriters.

redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify

itself in order to validly redeem its shares.

Each public shareholder may elect to redeem its public shares irrespective of whether they

vote for or against, or vote at all in connection with, the proposed transaction.

There will be no redemption rights upon the completion

of HVII’s initial business combination with respect to share rights.

HVII’s initial shareholders, officers and directors

have entered into a letter agreement with HVII, pursuant to which they agreed to waive their redemption rights with respect to any founder

shares and any public shares held by them in connection with the completion of HVII’s initial business combination.

as of December 31, 2025 is approximately $10.37 per public share, net of accrued taxes.

The per share amount HVII will distribute

to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions HVII will pay to the underwriters.

The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must

identify itself in order to validly redeem its shares.

Each public shareholder may elect to redeem its public shares irrespective of

whether they vote for or against, or vote at all in connection with, the proposed transaction.

There will be no redemption rights upon

the completion of HVII’s initial business combination with respect to share rights.

HVII’s initial shareholders, officers

and directors have entered into a letter agreement with HVII, pursuant to which they agreed to waive their redemption rights with respect

to any founder shares and any public shares held by them in connection with the completion of HVII’s initial business combination.

of Conducting Redemptions

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to its amended and restated memorandum and articles of association:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers;

tender offer documents with the SEC prior to completing its initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

tender offer documents with the SEC prior to completing its initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies.

the public announcement of its initial business combination, HVII and its sponsor will terminate any plan established in accordance with

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to obtain shareholder approval for business or other reasons, it will, pursuant to its amended and restated memorandum and articles of

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules;

proxy materials with the SEC.

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and articles of association and under Cayman Islands law, which requires the affirmative vote of a simple majority of the shareholders

who attend and vote at a general meeting of the company, voting together as a single class, and includes a unanimous written resolution.

In such case, its sponsor and each member of its management team have agreed to vote their founder shares and public shares purchased

during or after its initial public offering (including in open market and privately-negotiated transactions) in favor of its initial

business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under

the Exchange Act would not be voted in favor of approving the business combination transaction).

For purposes of seeking approval of

an ordinary resolution, non-votes will have no effect on the approval of HVII’s initial business combination once a quorum is obtained.

As a result, in addition to its initial shareholders’

founder shares and private placement shares held by its sponsor, HVII would

need 7,495,834, or 39.5%, of the 19,000,000 public shares sold in its initial public offering to be voted in favor of an initial business

combination in order to have its initial business combination approved, assuming all outstanding shares are voted and the parties to

the letter agreement do not acquire any public shares.

Assuming that only the holders of one-third of its issued and outstanding ordinary

shares, representing a quorum under its amended and restated memorandum and articles of association vote their shares at a general meeting

of the company, HVII will not need any public shares in addition to its founder shares to be voted in favor of an initial business combination

in order to approve an initial business combination.

However, if its initial business combination is structured as a statutory merger

or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require a special

resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do

so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single

In addition, prior to the closing of HVII’s initial business combination, only holders of its Class B ordinary shares (i)

will have the right to vote to appoint and remove directors prior to or in connection with the completion of its initial business combination

and (ii) will be entitled to vote on continuing HVII in a jurisdiction outside the Cayman Islands (including any special resolution required

to adopt new constitutional documents as a result of its approving a transfer by way of continuation in a jurisdiction outside the Cayman

These quorum and voting thresholds and the agreement of its initial shareholders may make it more likely that HVII will consummate

its initial business combination.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for

or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they

were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

who attend and vote at a general meeting of the company, voting together as a single class.

In such case, its sponsor and each member

of its management team have agreed to vote their founder shares and public shares purchased during or after its initial public offering

(including in open market and privately-negotiated transactions) in favor of its initial business combination (except that any public

shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor

of approving the business combination transaction).

For purposes of seeking approval of an ordinary resolution, non-votes will have no

effect on the approval of HVII’s initial business combination once a quorum is obtained.

As a result, in addition to the initial

shareholders’ founder shares and Class A ordinary shares, in connection with the Proposed Business Combination, HVII would need

(i) 6,178,334, or 32.5%, of the 19,000,000 public shares voted in favor of each of the business combination proposal, the stock issuance

proposal, the incentive plan proposal and the director election proposal, each as described in the S-4 Registration Statement, and (ii)

10,515,556, or 55.3%, of the 19,000,000 public shares sold in the initial public offering to be voted in favor of the organizational

documents proposal, as described in the S-4 Registration Statement, in order to have the Proposed Business Combination approved, assuming

all outstanding ordinary shares of HVII are voted and the parties to the letter agreement do not acquire any public shares.

that only the holders of one-half of its issued and outstanding ordinary shares of HVIII, representing a quorum under the amended and

restated memorandum and articles of association, vote their ordinary shares at the shareholders’ meeting, and also assuming that

the parties to the letter agreement do not acquire any public shares, in addition to the initial shareholders’ founder shares and

Class A ordinary shares (i) HVII would not need any public shares to be voted in favor of the business combination proposal, the stock

issuance proposal, the incentive plan proposal and the director election proposal in order to approve the Proposed Business Combination

but (ii) HVII would need 1,841,112, or 9.7%, of the 19,000,000 public shares to be voted in favor of the organizational documents proposal

in order to have the Proposed Business Combination approved.

However, if its initial business combination is structured as a statutory

merger or consolidation with another company under Cayman Islands law, the approval of its initial business combination will require

a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as

a single class.

In addition, prior to the closing of HVII’s initial business combination, only holders of its Class B ordinary

shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of its initial business

combination and (ii) will be entitled to vote on continuing HVII in a jurisdiction outside the Cayman Islands (including any special

resolution required to adopt new constitutional documents as a result of its approving a transfer by way of continuation in a jurisdiction

outside the Cayman Islands).

These quorum and voting thresholds and the agreement of its initial shareholders may make it more likely

that HVII will consummate its initial business combination.

Each public shareholder may elect to redeem their public shares irrespective

of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction,

or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

proposed initial business combination may impose a minimum cash requirement for:

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to the holders thereof.

on Redemption Upon Completion of HVII’s Initial Business Combination if it Seeks Shareholder Approval

Notwithstanding

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provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is

acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), is restricted from seeking redemption

rights with respect to more than an aggregate of 15% of the shares sold in HVII’s initial public offering (“Excess Shares”),

acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption

rights with respect to more than an aggregate of 15% of the shares sold in HVII’s initial public offering (“Excess Shares”),

without its prior consent.

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Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in its initial

public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by HVII or its affiliates

at a premium to then-current market price or on other undesirable terms.

By limiting its shareholders’

ability to redeem no more

By limiting its shareholders’ ability to redeem no more

than 15% of the shares sold in its initial public offering, HVII believes it will limit the ability of a small group of shareholders

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combination with a target that requires as a closing condition that HVII have a minimum net worth or a certain amount of cash.

HVII would not be restricting its shareholders’

ability to vote all of their shares (including Excess Shares) for or against its

HVII would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against its

initial business combination.

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may require its public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares

in “street name,”

to either tender their certificates to its transfer agent prior to the date set forth in the tender offer

in “street name,” to either tender their certificates to its transfer agent prior to the date set forth in the tender offer

documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business

combination in the event HVII distributes proxy materials or to deliver their shares to the transfer agent electronically using The Depository

Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination

at the holder’s option.

Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination

at the holder’s option.

The tender offer or proxy materials, as applicable, that HVII will furnish to holders of its public shares

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is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.

The transfer agent will typically charge the tendering

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In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the shareholders’

vote on an initial

their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

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As a result, the shareholder then had

an “option window”

after the completion of the business combination during which he or she could monitor the price of the

company’s ordinary shares in the market.

an “option window” after the completion of the business combination during which he or she could monitor the price of the

company’s ordinary shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in

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As a result, the redemption rights, to

which shareholders were aware they needed to commit before the general meeting, would become “option”

rights surviving past

which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past

the completion of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic

delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination

request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the

date of the general meeting set forth in HVII’s proxy materials, as applicable.

Furthermore, if a holder of a public share delivered

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It is anticipated that the funds to be distributed to holders of public shares electing to redeem their shares will be distributed promptly

after the completion of HVII’s initial business combination.

HVII’s initial business combination is not approved or completed for any reason, then its public shareholders who elected to exercise

after the completion of HVII’s initial business combination.

HVII’s initial business combination is not approved or completed for any reason, then its public shareholders who elected to exercise

their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

case, HVII will promptly return any certificates delivered by public holders who elected to redeem their shares.

HVII’s initial proposed business combination is not completed, it may continue to try to complete a business combination with a

different target until the end of the completion window.

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trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’

rights as shareholders

by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of HVII’s remaining shareholders and its board of directors, liquidate

and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements

possible following such redemption, subject to the approval of HVII’s remaining shareholders and its board of directors, liquidate

and dissolve, subject in each case to HVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

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its initial business combination within the completion window.

However, if HVII’s sponsor or any of its officers and directors

acquires public shares after HVII’s initial public offering, they will be entitled to liquidating distributions from the trust

However, if HVII’s sponsor or any of its officers and directors

acquires public shares after HVII’s initial public offering, they will be entitled to liquidating distributions from the trust

account with respect to such public shares if HVII fails to complete its initial business combination within the completion window.

initial shareholders, officers and directors have agreed, pursuant to a letter agreement with HVII, that they will not propose any amendment

to HVII’s amended and restated memorandum and articles of association (i) to modify the substance or timing of HVII’s obligation

to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public

shares if HVII has not consummated its initial business combination within the completion window or (ii) with respect to any other provision

relating to shareholders’

rights or pre-initial business combination activity, unless HVII provides its public shareholders with

relating to shareholders’ rights or pre-initial business combination activity, unless HVII provides its public shareholders with

the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per share price, payable in cash, equal

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be funded from amounts held outside the trust account, although there is no assurance that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing HVII’s plan of dissolution,

to the extent that there is any interest accrued in the trust account not required to pay income taxes, HVII may request the trustee

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proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments

or expenses for the dissolution of the trust, the per share redemption amount received by shareholders upon HVII’s dissolution

would be approximately $10.00.

The proceeds deposited in the trust account could, however, become subject to the claims of HVII’s

creditors which would have higher priority than the claims of HVII’s public shareholders.

The proceeds deposited in the trust account could, however, become subject to the claims of HVII’s

creditors which would have higher priority than the claims of HVII’s public shareholders.

There is no assurance that the actual

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Please see the section of this Report

entitled “

Risk Factors —

If third parties bring claims against HVII, the proceeds held in the trust account could be reduced

and the per-share redemption amount received by shareholders may be less than $10.00 per share ”

and other risk factors described

entitled “ Risk Factors — If third parties bring claims against HVII, the proceeds held in the trust account could be reduced

and the per-share redemption amount received by shareholders may be less than $10.00 per share ” and other risk factors described

HVII has sought and will continue to seek to have all vendors, service providers (other than its independent registered public accounting

firm), prospective target businesses or other entities with which HVII does business execute agreements with HVII waiving any right,

title, interest or claim of any kind in or to any monies held in the trust account for the benefit of HVII’s public shareholders,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

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similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against HVII’s assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, HVII’s management will perform an analysis of the alternatives available

to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third

party’s engagement would be significantly more beneficial to HVII than any alternative.

Examples of possible instances where HVII

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In order to protect the amounts held in the

trust account, HVII’s sponsor will agree that it will be liable to HVII if and to the extent any claims by a third party (other

than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target

trust account, HVII’s sponsor will agree that it will be liable to HVII if and to the extent any claims by a third party (other

than HVII’s independent registered public accounting firm) for services rendered or products sold to HVII, or a prospective target

business with which HVII has entered into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00

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to any claims by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such

waiver is enforceable) and except as to any claims under HVII’s indemnity of the underwriters of HVII’s initial public offering

against certain liabilities, including liabilities under the Securities Act.

HVII has not independently verified whether its sponsor

has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of HVII and,

therefore, HVII’s sponsor may not be able to satisfy these obligations.

has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of HVII and,

therefore, HVII’s sponsor may not be able to satisfy these obligations.

HVII has not asked its sponsor to reserve for such obligations.

Therefore, there is no assurance that HVII’s sponsor would be able to satisfy those obligations.

As a result, if any such claims

were successfully made against the trust account, the funds available for redemptions could be reduced to less than $10.00 per public

share and the funds available for HVII’s initial business combination could be reduced as well.

In such event, HVII may not be

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of their public shares.

None of HVII’s officers will indemnify HVII for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

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share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions

in the value of the trust assets, in each case net of permitted withdrawals, and HVII’s sponsor asserts that it is unable to satisfy

its indemnification obligations or that it has no indemnification obligations related to a particular claim, HVII’s independent

directors would determine whether to take legal action against HVII’s sponsor to enforce its indemnification obligations.

HVII currently expects that its independent directors would take legal action on HVII’s behalf against its sponsor to enforce its

indemnification obligations to HVII, it is possible that HVII’s independent directors in exercising their business judgment may

in the value of the trust assets, in each case net of permitted withdrawals, and HVII’s sponsor asserts that it is unable to satisfy

its indemnification obligations or that it has no indemnification obligations related to a particular claim, HVII’s independent

directors would determine whether to take legal action against HVII’s sponsor to enforce its indemnification obligations.

HVII currently expects that its independent directors would take legal action on HVII’s behalf against its sponsor to enforce its

indemnification obligations to HVII, it is possible that HVII’s independent directors in exercising their business judgment may

choose not to do so in certain instances.

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than $10.00 per public share.

Please see the section of this Report entitled “

Risk Factors —

If third parties bring claims

Please see the section of this Report entitled “ Risk Factors — If third parties bring claims

against HVII, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may

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will seek to reduce the possibility that its sponsor will have to indemnify the trust account due to claims of creditors by endeavoring

to have all vendors, service providers (other than HVII’s independent registered public accounting firm), prospective target businesses

or other entities with which HVII does business execute agreements with HVII waiving any right, title, interest or claim of any kind

in or to monies held in the trust account.

HVII’s sponsor will also not be liable as to any claims under HVII’s indemnity

of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities Act.

HVII’s sponsor will also not be liable as to any claims under HVII’s indemnity

of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that HVII liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders

who received funds from HVII’s trust account could be liable for claims made by creditors.

HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed,

the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in HVII’s

bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HVII’s shareholders.

the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in HVII’s

bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of HVII’s shareholders.

To the extent any bankruptcy or insolvency claims deplete the trust account, there is no assurance that HVII will be able to return $10.00

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winding-up petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable

debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by HVII’s shareholders.

HVII’s board of directors may be viewed as having breached its fiduciary duty to HVII’s creditors and/or may have acted in

debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by HVII’s shareholders.

HVII’s board of directors may be viewed as having breached its fiduciary duty to HVII’s creditors and/or may have acted in

bad faith, and thereby exposing itself and HVII to claims of punitive damages, by paying public shareholders from the trust account prior

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There is no assurance that claims will not be brought against HVII for these reasons.

the section of this Report entitled “

Risk Factors —

If, after HVII distributes the proceeds in the trust account to its

the section of this Report entitled “ Risk Factors — If, after HVII distributes the proceeds in the trust account to its

public shareholders, HVII files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against

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public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) HVII’s completion

of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected

to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with

a shareholder vote to amend HVII’s amended and restated memorandum and articles of association (A) to modify the substance or timing

of HVII’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to

a shareholder vote to amend HVII’s amended and restated memorandum and articles of association (A) to modify the substance or timing

of HVII’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to

redeem 100% of its public shares if HVII has not consummated its initial business combination within the completion window or (B) with

respect to any other provision relating to shareholders’

rights or pre-initial business combination activity and (iii) the redemption

of HVII’s public shares if HVII is unable to complete an initial business combination within the completion window, subject to

respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption

of HVII’s public shares if HVII is unable to complete an initial business combination within the completion window, subject to

applicable law and as further described herein.

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or in the trust account.

In the event HVII seeks shareholder approval in connection with its initial business combination, a shareholder’s

voting in connection with HVII’s initial business combination alone will not result in a shareholder’s redeeming its shares

In the event HVII seeks shareholder approval in connection with its initial business combination, a shareholder’s

voting in connection with HVII’s initial business combination alone will not result in a shareholder’s redeeming its shares

to HVII for an applicable pro rata share of the trust account.

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If HVII seeks to amend any provisions of

its amended and restated memorandum and articles of association (A) to modify the substance or timing of HVII’s obligation to provide

for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if

HVII has not consummated its initial business combination within the completion window or (B) with respect to any other provision relating

to shareholders’

rights or pre-initial business combination activity, HVII will provide public shareholders with the opportunity

to shareholders’ rights or pre-initial business combination activity, HVII will provide public shareholders with the opportunity

to redeem their public shares in connection with any such vote.

HVII’s initial shareholders, officers and directors have agreed

to waive any redemption rights with respect to any founder shares and any public shares held by them in connection with the completion

of HVII’s initial business combination.

Specifically, HVII’s amended and restated memorandum and articles of association

of HVII’s initial business combination.

Specifically, HVII’s amended and restated memorandum and articles of association

provide, among other things, that:

to the consummation of HVII’s initial business combination, HVII shall either:

seek shareholder approval of its initial business combination at a general meeting called

for such purpose at which shareholders may seek to redeem their shares, regardless of whether

they vote for or against, or abstain from voting on, the proposed business combination, into

their pro rata share of the aggregate amount on deposit in the trust account as of two business

days prior to the consummation of HVII’s initial business combination, including interest

(net of permitted withdrawals);

or (2) provide HVII’s public shareholders with the

opportunity to tender their shares to HVII by means of a tender offer (and thereby avoid

the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate

amount on deposit in the trust account as of two business days prior to the consummation

of HVII’s initial business combination, including interest (net of permitted withdrawals),

in each case subject to the limitations described herein;

will consummate its initial business combination only if it seeks shareholder approval, a

majority of the outstanding ordinary shares voted are voted in favor of the business combination

at a duly held shareholders meeting;

HVII’s initial business combination is not consummated within the completion window,

then HVII’s existence will terminate and it will distribute all amounts in the trust

to HVII’s initial business combination, HVII may not issue additional ordinary shares

that would entitle the holders thereof to (1) receive funds from the trust account or (2)

vote on any initial business combination.

to the consummation of HVII’s initial business combination, HVII shall either:

(1) seek shareholder approval of its initial

business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless

of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the

aggregate amount on deposit in the trust account as of two business days prior to the consummation of HVII’s initial business

combination, including interest (net of permitted withdrawals);

or (2) provide HVII’s public shareholders with the opportunity

to tender their shares to HVII by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal

to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation

of HVII’s initial business combination, including interest (net of permitted withdrawals), in each case subject to the limitations

described herein;

will consummate its initial business combination only if it seeks shareholder approval, a majority of the outstanding ordinary shares

voted are voted in favor of the business combination at a duly held shareholders meeting;

HVII’s initial business combination is not consummated within the completion window, then HVII’s existence will terminate

and it will distribute all amounts in the trust account;

to HVII’s initial business combination, HVII may not issue additional ordinary shares that would entitle the holders thereof

to (1) receive funds from the trust account or (2) vote on any initial business combination.

provisions cannot be amended without the approval of a special resolution, meaning the approval of holders of at least two-thirds of

HVII’s ordinary shares who attend and vote at a general meeting of the company.

In the event HVII seeks shareholder approval in

connection with its initial business combination, HVII’s amended and restated memorandum and articles of association provide that,

unless otherwise required by applicable law or stock exchange rules, HVII may consummate its initial business combination only if approved

by a majority of the ordinary shares voted by HVII’s shareholders at a duly held shareholders meeting.

identifying, evaluating and selecting a target business for HVII’s initial business combination, HVII has encountered, and expects

to continue to encounter, intense competition from other entities having a business objective similar to HVII’s, including private

by a majority of the ordinary shares voted by HVII’s shareholders at a duly held shareholders meeting.

identifying, evaluating and selecting a target business for HVII’s initial business combination, HVII has encountered, and expects

to continue to encounter, intense competition from other entities having a business objective similar to HVII’s, including private

investors (which may be individuals or investment partnerships), other SPACs, private equity groups and leveraged buyout funds, public

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these competitors possess greater technical, financial, human, and other resources or more local industry knowledge than HVII does and

HVII’s financial resources are relatively limited when contrasted with those of many of these competitors.

While HVII believes

there are numerous target businesses it could potentially acquire with the net proceeds of its initial public offering and the sale of

the private placement units, HVII’s ability to compete with respect to the acquisition of certain target businesses that are sizable

is limited by its available financial resources.

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of certain target businesses.

Furthermore, HVII’s obligation to pay cash in connection with its public shareholders who exercise

their redemption rights may reduce the resources available to HVII for its initial business combination and its outstanding share rights,

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may place HVII at a competitive disadvantage in successfully negotiating and completing an initial business combination.

sponsor has agreed that it will be liable to HVII if and to the extent any claims by a third party (other than HVII’s independent

registered public accounting firm) for services rendered or products sold to HVII, or a prospective target business with which HVII has

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by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver is enforceable)

and except as to any claims under HVII’s indemnity of the underwriters of HVII’s initial public offering against certain

liabilities, including liabilities under the Securities Act.

HVII has not independently verified whether its sponsor has sufficient funds

to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of HVII and, therefore, the sponsor

may not be able to satisfy those obligations.

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any employees prior to the completion of its initial business combination.

Members of HVII’s management team are not obligated

to devote any specific number of hours to HVII’s matters but they devote as much of their time as they deem necessary to HVII’s

Members of HVII’s management team are not obligated

to devote any specific number of hours to HVII’s matters but they devote as much of their time as they deem necessary to HVII’s

affairs and intend to continue doing so until HVII has completed its initial business combination.

The amount of time that any such person

devotes in any time period to HVII may vary based on whether a target business has been selected for HVII’s initial business combination

and the current stage of the business combination process.

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HVII does not believe that this limitation will be material.

will be required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley

Only in the event HVII is deemed to be a large accelerated filer or an accelerated filer and no longer qualifies as an emerging

growth company, will HVII be required to have its internal control procedures audited.

A target business may not be in compliance with

the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls.

The development of the internal controls

of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

404 of the Sarbanes-Oxley Act requires that HVII evaluate and report on its system of internal controls beginning with our Annual Report

on Form 10-K for the year ended December 31, 2025.

Only in the event HVII is deemed to be a large accelerated filer or an accelerated

filer and no longer qualifies as an emerging growth company, will HVII be required to have its internal control procedures audited.

target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and

costs necessary to complete any such acquisition.

has filed a registration statement on Form 8-A with the SEC to voluntarily register its securities under Section 12 of the Exchange Act.

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In accordance with the requirements of the Exchange

Act, HVII’s annual reports will contain financial statements audited and reported on by its independent registered public accounting

HVII has no current intention of filing a Form 15 to suspend its reporting or other obligations under the Exchange Act prior or

subsequent to the consummation of its initial business combination.

is a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands

and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, HVII has applied for

and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to HVII or its operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of HVII’s shares, debentures or other obligations or (ii) by way of the withholding in whole or

in part of a payment of dividend or other distribution of income or capital by HVII to its shareholders or a payment of principal or

interest or other sums due under a debenture or other obligation of HVII.

is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

is a Cayman Islands exempted company with limited liability.

Exempted companies are Cayman Islands companies conducting business mainly

outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company

with limited liability, HVII has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance

with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking,

no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to

HVII or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature

of estate duty or inheritance tax will be payable (i) on or in respect of HVII’s shares, debentures or other obligations or (ii)

by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by HVII to its shareholders

or a payment of principal or interest or other sums due under a debenture or other obligation of HVII.

is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

HVII is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

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shareholder approval of any golden parachute payments not previously approved.

If some investors find HVII’s securities less attractive

as a result, there may be a less active trading market for HVII’s securities and the prices of HVII’s securities may be more

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

If some investors find HVII’s securities less attractive

as a result, there may be a less active trading market for HVII’s securities and the prices of HVII’s securities may be more

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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(1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of HVII’s initial public offering, (b) in which HVII has total annual gross revenue of at least $1.235 billion

or (c) in which HVII is deemed to be a large accelerated filer, which means the aggregate worldwide market value of HVII’s Class

A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second

of the completion of HVII’s initial public offering, (b) in which HVII has total annual gross revenue of at least $1.235 billion

or (c) in which HVII is deemed to be a large accelerated filer, which means the aggregate worldwide market value of HVII’s Class

A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second

fiscal quarter;

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Additionally,

HVII is a “smaller reporting company”

as defined in Item 10(f)(1) of Regulation S-K.

HVII is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

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HVII will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value

of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th,

and (2) HVII’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide

market value of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.

of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th,

and (2) HVII’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide

market value of HVII’s Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.

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-K

Item 1. Business