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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-31 · 877 added, 1007 removed, 1416 unchanged (57% of the section changed)

Risk Factors.

investment in HVII’s securities involves a high degree of risk.

Potential investors should consider carefully all of the risks

described below, together with the other information contained in this Report, before making a decision to invest in HVII’s units.

If any of the following events occur, HVII’s business, financial condition and operating results may be materially adversely affected.

In that event, the trading price of HVII’s securities could decline, and investors could lose all or part of their investment.

described below, together with the other information contained in this Report, before making a decision to invest in HVII’s units.

If any of the following events occur, HVII’s business, financial condition and operating results may be materially adversely affected.

In that event, the trading price of HVII’s securities could decline, and investors could lose all or part of their investment.

risks include, but are not limited to:

is a SPAC with no operational revenue or basis to evaluate its ability to select a suitable

business target.

may not be able to select an appropriate target business or businesses and complete its initial

business combination in the prescribed time frame.

● Expectations

is a SPAC with no operational revenue or basis to evaluate its ability to select a suitable business target.

may not be able to select an appropriate target business or businesses and complete its initial business combination in the prescribed

around the performance of a prospective target business or businesses may not be realized.

may not be successful in retaining or recruiting required officers, key employees or directors

following its initial business combination.

and directors may have difficulties allocating their time between HVII and other businesses

and may potentially have conflicts of interest with HVII’s business or in approving

its initial business combination.

may not be able to obtain additional financing to complete its initial business combination

or reduce the number of shareholders requesting redemption.

may issue its shares to investors in connection with its initial business combination at

a price that is less than the prevailing market price of its shares at that time.

may not be given the opportunity to choose the initial business target or to vote on the

initial business combination.

may not be successful in retaining or recruiting required officers, key employees or directors following its initial business combination.

and directors may have difficulties allocating their time between HVII and other businesses and may potentially have conflicts of

interest with HVII’s business or in approving its initial business combination.

may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders

requesting redemption.

may issue its shares to investors in connection with its initial business combination at a price that is less than the prevailing

market price of its shares at that time.

may not be given the opportunity to choose the initial business target or to vote on the initial business combination.

account funds may not be protected against third-party claims or bankruptcy.

active market for HVII’s public securities may not develop, and investors will have

limited liquidity and trading.

availability to HVII of funds from interest income on the trust account balance may be insufficient

to operate its business prior to the business combination.

● HVII’s

financial performance following a business combination with an entity may be negatively affected

by their lack of an established record of revenue, cash flows and experienced management.

may be more competition to find an attractive target for an initial business combination,

which could increase the costs associated with completing HVII’s initial business combination

and may result in its inability to find a suitable target.

in the market for directors and officers liability insurance could make it more difficult

and more expensive for HVII to negotiate and complete an initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets,

which may hinder its ability to complete its initial business combination and give rise to

increased costs and risks that could negatively impact its operations and profitability.

may engage one or more of its underwriters or one of their respective affiliates to provide

additional services to HVII after the initial public offering, which may include acting as

a financial advisor in connection with an initial business combination or as placement agent

in connection with a related financing transaction.

may attempt to complete its initial business combination with a private company about which

little information is available, which may result in a business combination with a company

that is not as profitable as suspected, if at all.

HVII’s initial shareholders will lose their entire investment in HVII if its initial

business combination is not completed (other than with respect to any public shares they

may acquire during or after the initial public offering), and because HVII’s sponsor,

officers and directors may profit substantially even under circumstances in which HVII’s

public shareholders would experience losses in connection with their investment, a conflict

of interest may arise in determining whether a particular business combination target is

appropriate for HVII’s initial business combination.

in laws or regulations or how such laws or regulations are interpreted or applied, or a failure

to comply with any laws or regulations, may adversely affect HVII’s business, including

its ability to negotiate and complete its initial business combination, and results of operations.

value of the founder shares following completion of HVII’s initial business combination

is likely to be substantially higher than the nominal price paid for them, even if the trading

price of HVII’s ordinary shares at such time is substantially less than $10.00 per

could be wasted in researching acquisitions that are not completed, which could materially

adversely affect subsequent attempts to locate and acquire or merge with another business.

If HVII has not completed its initial business combination within the required time period,

HVII’s public shareholders may receive only approximately $10.00 per share, or less

than such amount in certain circumstances, on the liquidation of HVII’s trust account

and HVII’s share rights will expire worthless.

current economic conditions may lead to increased difficulty in completing HVII’s initial

business combination.

volatility in capital markets may affect HVII’s ability to obtain financing for its

initial business combination through sales of its common shares or issuance of indebtedness.

conflict in Russia/Ukraine, the Middle East or elsewhere may lead to increased price volatility

for publicly traded securities, which could make it difficult for HVII to consummate its

initial business combination.

in applicable laws, rules or regulations or how such laws, rules or regulations are interpreted

or applied, including the SEC’s new rules and interpretive guidance regarding SPAC

and SPAC transactions, or a failure to comply with any applicable laws, rules and regulations,

may adversely affect HVII’s business, including its ability to negotiate and complete,

and the costs associated with, its initial business combination and its results of operations.

Relating to HVII’s Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination

public shareholders may not be afforded an opportunity to vote on HVII’s proposed initial business combination, and even if a vote

is held, holders of HVII’s founder shares will participate in such vote, which means HVII may complete its initial business combination

even though a majority of HVII’s public shareholders do not support such a combination.

active market for HVII’s public securities may not develop, and investors will have limited liquidity and trading.

availability to HVII of funds from interest income on the trust account balance may be insufficient to operate its business prior

to the business combination.

financial performance following a business combination with an entity may be negatively affected by their lack of an established

record of revenue, cash flows and experienced management.

may be more competition to find an attractive target for an initial business combination, which could increase the costs associated

with completing HVII’s initial business combination and may result in its inability to find a suitable target.

in the market for directors and officers liability insurance could make it more difficult and more expensive for HVII to negotiate

and complete an initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete

its initial business combination and give rise to increased costs and risks that could negatively impact its operations and profitability.

may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HVII after the

initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as

placement agent in connection with a related financing transaction.

may attempt to complete its initial business combination with a private company about which little information is available, which

may result in a business combination with a company that is not as profitable as suspected, if at all.

HVII’s initial shareholders will lose their entire investment in HVII if its initial business combination is not completed

(other than with respect to any public shares they may acquire during or after the initial public offering), and because HVII’s

sponsor, officers and directors may profit substantially even under circumstances in which HVII’s public shareholders would

experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business

combination target is appropriate for HVII’s initial business combination.

in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations,

may adversely affect HVII’s business, including its ability to negotiate and complete its initial business combination, and

results of operations.

value of the founder shares following completion of HVII’s initial business combination is likely to be substantially higher

than the nominal price paid for them, even if the trading price of HVII’s ordinary shares at such time is substantially less

than $10.00 per share.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to

locate and acquire or merge with another business.

If HVII has not completed its initial business combination within the required

time period, HVII’s public shareholders may receive only approximately $10.00 per share, or less than such amount in certain

circumstances, on the liquidation of HVII’s trust account and HVII’s share rights will expire worthless.

current economic conditions may lead to increased difficulty in completing HVII’s initial business combination.

volatility in capital markets may affect HVII’s ability to obtain financing for its initial business combination through sales

of its common shares or issuance of indebtedness.

conflict in Russia/Ukraine, the Middle East or elsewhere may lead to increased price volatility for publicly traded securities, which

could make it difficult for HVII to consummate its initial business combination.

in applicable laws, rules or regulations or how such laws, rules or regulations are interpreted or applied, including the SEC’s

new rules and interpretive guidance regarding SPAC and SPAC transactions, or a failure to comply with any applicable laws, rules

and regulations, may adversely affect HVII’s business, including its ability to negotiate and complete, and the costs associated

with, its initial business combination and its results of operations.

risks related ONE Nuclear to the Proposed Business Combination, please see the “Risk Factors” section of the S-4 Registration

Relating to HVII’s Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination

public shareholders may not be afforded an opportunity to vote on HVII’s proposed initial business combination, and even if a vote

is held, holders of HVII’s founder shares will participate in such vote, which means HVII may complete its initial business combination

even though a majority of HVII’s public shareholders do not support such a combination.

may choose not to hold a shareholder vote to approve its initial business combination unless the initial business combination would require

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transaction would otherwise require HVII to seek shareholder approval.

Even if HVII seeks shareholder approval, the holders of HVII’s

founder shares will participate in the vote on such approval.

Accordingly, HVII may consummate its initial business combination even

if holders of a majority of HVII’s outstanding public shares do not approve of the initial business combination HVII consummates.

Please see the section of this Report entitled “

Business —

Shareholders May Not Have the Ability to Approve HVII’s

Initial Business Combination ”

for additional information.

if holders of a majority of HVII’s outstanding public shares do not approve of the initial business combination HVII consummates.

Please see the section of this Report entitled “ Business — Shareholders May Not Have the Ability to Approve HVII’s

Initial Business Combination ” for additional information.

in the market for directors and officers liability insurance could make it more difficult and more expensive for HVII to negotiate and

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However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the

post-business combination’s ability to attract and retain qualified officers and directors.

addition, even after HVII were to complete an initial business combination, HVII’s directors and officers could still be subject

post-business combination’s ability to attract and retain qualified officers and directors.

addition, even after HVII were to complete an initial business combination, HVII’s directors and officers could still be subject

to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

in order to protect HVII’s directors and officers, the post-business combination entity may need to purchase additional insurance

with respect to any such claims (“run-off insurance”).

in order to protect HVII’s directors and officers, the post-business combination entity may need to purchase additional insurance

with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business

combination entity and could interfere with or frustrate HVII’s ability to consummate an initial business combination on terms

favorable to HVII’s investors.

combination entity and could interfere with or frustrate HVII’s ability to consummate an initial business combination on terms

favorable to HVII’s investors.

may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HVII, which may include

acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing

HVII’s underwriters are entitled to receive deferred underwriting commissions that will be released from the trust

account only upon a completion of an initial business combination.

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HVII may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would

be determined at that time in an arm’s length negotiation.

No agreement was entered into with any of the underwriters or their

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underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business

The underwriters’

or their respective affiliates’

financial interests tied to the consummation of a business

The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business

combination transaction may give rise to potential conflicts of interest in providing any such additional services to HVII, including

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are under no obligation to provide any further services to HVII in order to receive all or any part of the deferred underwriting commissions.

HVII seeks shareholder approval of its initial business combination, HVII’s initial shareholders have agreed to vote in favor of

such initial business combination, regardless of how HVII’s public shareholders vote.

HVII seeks shareholder approval of its initial business combination, HVII’s initial shareholders have agreed to vote in favor of

such initial business combination, regardless of how HVII’s public shareholders vote.

amended and restated memorandum and articles of association provide that, if HVII seeks shareholder approval, HVII will complete its

initial business combination only if HVII receives approval pursuant to an ordinary resolution under HVII’s amended and restated

memorandum 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

Pursuant to the letter agreement, HVII’s initial shareholders, officers and directors have agreed to vote their founder

shares as well as any public shares purchased during or after HVII’s initial public offering (including in open market and privately

negotiated transactions), in favor of HVII’s initial business combination (except that any public shares such parties may purchase

Pursuant to the letter agreement, HVII’s initial shareholders, officers and directors have agreed to vote their founder

shares as well as any public shares purchased during or after HVII’s initial public offering (including in open market and privately

negotiated transactions), in favor of HVII’s 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).

As a result, in addition to HVII’s initial shareholders’

founder shares and private placement shares held by

HVII’s sponsor, HVII would need only 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 (assuming all outstanding shares are voted, and the parties to the letter agreement

do not acquire any Class A ordinary shares) in order to have HVII’s initial business combination approved.

HVII’s initial

shareholders own shares representing approximately 24% of HVII’s outstanding ordinary shares (excluding the private placement shares).

Assuming that only the holders of one-third of HVII’s issued and outstanding ordinary shares, representing a quorum under HVII’s

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 HVII’s founder shares to be voted in favor of an initial business combination in order to approve

an initial business combination.

Accordingly, if HVII seeks shareholder approval of its initial business combination, the agreement by

HVII’s initial shareholders to vote in favor of HVII’s initial business combination will increase the likelihood that HVII

will receive the requisite shareholder approval for such initial business combination.

Investors’

As a result, in addition to HVII’s initial shareholders’ founder shares and private placement shares held by

HVII’s sponsor, HVII would need only 6,178,334, or 32.5%, of the 19,000,000 public shares sold in its initial public

offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted, and the parties to the letter

agreement do not acquire any Class A ordinary shares) in order to have HVII’s initial business combination approved.

initial shareholders own shares representing approximately 26.3% of HVII’s outstanding ordinary shares (excluding the private placement

Assuming that only the holders of one-third of HVII’s issued and outstanding ordinary shares, representing a quorum under

HVII’s 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 HVII’s founder shares to be voted in favor of an initial business combination in

order to approve an initial business combination.

Accordingly, if HVII seeks shareholder approval of its initial business combination,

the agreement by HVII’s initial shareholders to vote in favor of HVII’s initial business combination will increase the likelihood

that HVII will receive the requisite shareholder approval for such initial business combination.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of their

right to redeem their shares from HVII for cash, unless HVII seeks shareholder approval of the initial business combination.

the time of an investment in HVII, investors will not be provided with an opportunity to evaluate the specific merits or risks of HVII’s

initial business combination.

Since HVII’s board of directors may complete an initial business combination without seeking shareholder

approval, public shareholders may not have the right or opportunity to vote on the initial business combination, unless HVII seeks such

shareholder vote.

Accordingly, if HVII does not seek shareholder approval, investors’

only opportunity to affect the investment

Accordingly, if HVII does not seek shareholder approval, investors’ only opportunity to affect the investment

decision regarding a potential business combination may be limited to exercising their redemption rights within the period of time (which

will be at least 20 business days) set forth in HVII’s tender offer documents mailed to HVII’s public shareholders in which

HVII describes its initial business combination.

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to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such

redemptions, the per-share value of shares held by non-redeeming shareholders will reflect HVII’s obligation to pay the deferred

underwriting commissions.

ability of HVII’s public shareholders to redeem their shares for cash may make its financial condition unattractive to potential

business combination targets, which may make it difficult for HVII to enter into a business combination with a target.

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of these risks and, thus, may be reluctant to enter into a business combination transaction with HVII.

ability of HVII’s public shareholders to exercise redemption rights with respect to a large number of its shares could increase

the probability that its initial business combination would be unsuccessful and that shareholders would have to wait for liquidation

in order to redeem their ordinary shares.

HVII’s initial business combination agreement requires it to use a portion of the cash in the trust account to pay the purchase

price, or requires it to have a minimum amount of cash at closing, the probability that its initial business combination would be unsuccessful

is increased.

If HVII’s initial business combination is unsuccessful, shareholders would not receive their pro rata portion of

the funds in the trust account until HVII liquidates the trust account.

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attempt to sell their shares in the open market;

however, at such time HVII’s shares may trade at a discount to the pro rata amount

per share in the trust account.

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in the open market.

ability of HVII’s public shareholders to exercise redemption rights with respect to a large number of its shares may not allow

HVII to complete the most desirable business combination or optimize its capital structure.

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be submitted for redemption.

If HVII’s initial business combination agreement requires it to use a portion of the cash in the trust

account to pay the purchase price, or requires it to have a minimum amount of cash at closing, HVII will need to reserve a portion of

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that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A shares on a greater than one-to-one

basis upon conversion of the Class B ordinary shares at the time of HVII’s business combination.

In addition, the underwriters have agreed to defer underwriting commissions equal to up to 4.0% of the gross proceeds

of HVII’s initial public offering, payable to the underwriters upon consummation of HVII’s initial business combination.

Upon the consummation

of HVII’s initial business combination, up to 4.0% of the deferred underwriting commissions, which will be reduced based on the percentage

of total funds from the trust account released to pay redeeming public shareholders.

Even though the deferred underwriting commissions

are reduced in proportion to the amount of redemptions by HVII’s public shareholders, if HVII’s public shareholders exercise redemption

rights with respect to a large number of shares, there may not be sufficient cash in the trust account to meet a minimum cash condition

at closing of HVII’s initial business combination and require additional third-party financing, which may result in dilutive equity issuances

basis upon conversion of the Class B ordinary shares at the time of HVII’s business combination.

In addition, the underwriters

have agreed to defer underwriting commissions equal to up to 4.0% of the gross proceeds of HVII’s initial public offering, payable

to the underwriters upon consummation of HVII’s initial business combination.

Upon the consummation of HVII’s initial business

combination, up to 4.0% of the deferred underwriting commissions, which will be reduced based on the percentage of total funds from the

trust account released to pay redeeming public shareholders.

Even though the deferred underwriting commissions are reduced in proportion

to the amount of redemptions by HVII’s public shareholders, if HVII’s public shareholders exercise redemption rights with

respect to a large number of shares, there may not be sufficient cash in the trust account to meet a minimum cash condition at closing

of HVII’s initial business combination and require additional third-party financing, which may result in dilutive equity issuances

or the incurrence of indebtedness at higher than desirable levels.

There are no redemption rights with respect

to the share rights.

The above considerations may limit HVII’s ability to complete the most desirable business combination available

to it or optimize its capital structure.

There are no redemption rights with respect to the share rights.

above considerations may limit HVII’s ability to complete the most desirable business combination available to it or optimize its

capital structure.

requirement that HVII complete its initial business combination within the prescribed time frame may give potential target businesses

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within the allotted completion window.

Furthermore, HVII’s ability to complete its initial business combination may be negatively

impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the

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funds held in the trust account and not previously released to HVII for permitted withdrawals, divided by the number of then outstanding

public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to

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 of other applicable

In such case, HVII’s public shareholders may only receive $10.00 per share, and its share rights will expire worthless.

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

In such case, HVII’s public shareholders may only receive $10.00 per share, and its share rights will expire worthless.

certain circumstances, the public shareholders may receive less than $10.00 per share on the redemption of their HVII public shares.

may decide not to extend the term it has to consummate its initial business combination, in which case it would redeem its public shares,

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In such event, the share rights will be worthless.

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”

of HVII’s Class A ordinary shares.

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 share rights in privately negotiated transactions or in the open market either prior to or following the completion

of HVII’s initial business combination, although they are under no obligation or duty to do so.

Any such price per share may be

different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with HVII’s

Sponsor and HVII’s directors, officers, advisors, and their affiliates may elect to purchase HVII’s units, Class A ordinary

shares, or share rights from public shareholders, which may influence the vote on HVII’s initial business combination and reduce

the public “float” of Class A ordinary shares.

sponsor and HVII’s directors, officers, advisors, or any of their respective affiliates may purchase HVII’s units, Class

A ordinary 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, although they are under no obligation to do so.

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.

Such a purchase may 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 management team, sponsor or any of their respective affiliates purchase shares in privately negotiated

transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be

required to revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by HVII’s

management team, sponsor or any of their respective 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 management team, sponsor or any of their respective 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, rights or share rights in such transactions.

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.

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.

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 HVII’s business combination transaction

would disclose the possibility that HVII’s management team, sponsor 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 HVII’s 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 HVII’s 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 sponsor, directors,

executive officers or any of their 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.

the section of this Report entitled “

Business —

Permitted Purchases of HVII’s Securities ”

for a description

of how such persons will determine from which shareholders to seek to acquire securities.

may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review

and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign

Investment in the United States (“CFIUS”), or may be ultimately prohibited.

initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.

For example, CFIUS has authority to review direct or indirect foreign investments in U.S.

Among other things, CFIUS is empowered

to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national

security reviews of foreign direct and indirect investments in U.S.

companies if the parties to that investment choose not to file voluntarily.

In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions

on the investment.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on —

among other factors

the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information

or governance rights involved.

While HVII’s sponsor is a limited liability company formed in Nevada and is not, is not controlled

by, and does not have any substantial ties with or any members who are, a non-U.S.

person, investments that result in “control”

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 HVII’s

units, Class A ordinary 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 or other federal securities laws.

Such a purchase may include a contractual acknowledgement

that such shareholder, although still the record holder of ordinary shares, is no longer the beneficial owner thereof and therefore agrees

not to exercise its redemption rights.

the event that the sponsor and HVII’s directors, officers, advisors, or any of their affiliates purchase Class A ordinary shares

in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling

shareholders would be required to revoke their prior elections to redeem their Class A ordinary 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 Class

B ordinary shares and Class A ordinary shares.

purpose of such purchases would be to ensure that such shares would not be redeemed in connection with HVII’s initial business

Any such purchases of HVII securities may result in the completion of HVII’s initial business combination, which 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 Class A ordinary shares or share rights and the number of beneficial

holders of HVII securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of securities on

a national securities exchange post-HVII’s initial business combination.

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 HVII’s 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

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

shares have not already been voted at the general meeting held to consider HVII’s initial business combination.

Such persons would

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

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

The price per share paid in any such transaction may

be different than, but not higher than, the amount per share a public shareholder would receive if it elected to redeem its 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 shares only if such purchases comply with Regulation M under the Exchange Act and the other federal

securities laws.

into any such arrangements may have an adverse effect on the price of HVII’s securities.

For example, as a result of these arrangements,

an investor or holder may have the ability to effectively purchase shares at a price lower than market price and may therefore be more

likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.

initial business combination may be delayed or ultimately prohibited since an initial business combination may be subject to regulatory

review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the

Committee on Foreign Investment in the United States (“CFIUS”).

investments that involve, directly or indirectly, the acquisition of, or investment in, a U.S.

business by a non-U.S.

investor may be

subject to review and approval by CFIUS.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on,

among other factors, the nature and structure of the transaction, including the level of non-U.S.

beneficial ownership interest and the

nature of any information or governance rights involved.

For example, investments that result in “control” of a U.S.

by a foreign person always are subject to CFIUS jurisdiction.

Significant CFIUS reform legislation, which was fully implemented through

regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result

in control of a U.S.

business by a foreign person but afford certain foreign investors certain information or governance rights in a

business that has a nexus to “critical technologies,” certain “critical infrastructure” and/or “sensitive

personal data.” If a potential business combination falls within CFIUS’s jurisdiction, the parties may be required to make

a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying

CFIUS and risk CFIUS intervention, before or after closing the business combination.

sponsor is a Nevada limited liability company controlled by Hennessy Capital Group LLC, and Daniel J.

Hennessy and Thomas D.

the sponsor’s managing members, are citizens of the United States of America.

As a result, the sponsor is a U.S.

person under CFIUS

Thus, this HVII’s sponsor is a limited liability company formed in Nevada and is not, is not controlled by, and does

not have any substantial ties with or any members who are, a non-U.S.

person, investments that result in “control” of a U.S.

business by a foreign person always are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign

Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020, further includes

investments that do not result in control of a U.S.

business by a foreign person but afford certain foreign investors certain information

or governance rights in a U.S.

business that has a nexus to “critical technologies,”

“critical infrastructure,”

and/or “sensitive personal data.”

a particular proposed initial business combination with a U.S.

business falls within CFIUS’s jurisdiction, HVII may determine that

it is required to make a mandatory filing or that it will submit to CFIUS review on a voluntary basis, or to proceed with the transaction

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CFIUS may decide to block or delay

HVII’s proposed initial business combination, impose conditions with respect to such initial business combination, or request the

President of the United States to order HVII to divest all or a portion of the U.S.

target business of HVII’s initial business

combination that HVII acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent HVII from

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may be subject to rules or regulations that limit foreign ownership.

addition, outside the United States, laws or regulations may affect HVII’s ability to consummate its initial business combination

with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement

in regulated industries (including telecommunications) or in businesses relating to a country’s culture or heritage may be implicated.

process of government review, whether by CFIUS or otherwise, could be lengthy.

Because HVII has only a limited time to complete its initial

business combination, HVII’s failure to obtain any required approvals within the requisite time period may require HVII to liquidate.

If HVII is unable to consummate its initial business combination within the applicable time period required under its amended and restated

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portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval

of HVII’s remaining shareholders and HVII’s 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.

In such event,

HVII’s shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of

such investment.

Additionally, HVII’s share rights will be worthless.

of HVII’s management team and board of directors have significant experience as founders, board members, officers, executives,

Additionally, HVII’s share rights will be worthless.

of HVII’s management team and board of directors have significant experience as founders, board members, officers, executives,

employees or service providers of other companies.

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This may have an adverse effect on HVII, which

may impede HVII’s ability to consummate an initial business combination.

the course of their careers, members of HVII’s management team and board of directors have had significant experience as founders,

may impede HVII’s ability to consummate an initial business combination.

the course of their careers, members of HVII’s management team and board of directors have had significant experience as founders,

board members, officers, executives, employees or service providers of other companies.

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Hennessy IV, Daniel J.

Hennessy, HVII’s Chairman and Chief Executive Officer, was a named defendant in In re Hennessy Capital

Acquisition Corp.

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2022-0571-LWW, which was brought in the Delaware Court of Chancery.

revolved around allegations that Hennessy IV’s fiduciaries breached their fiduciary duties in connection with the disclosures relating

to the business combination between Hennessy IV and Canoo Inc.

The case was dismissed with prejudice in May 2024 with no findings of

violations or breaches of fiduciary duties.

The dismissal was appealed by the plaintiffs.

Any such litigation, investigations or other

proceedings may divert the attention and resources of HVII’s management team and board of directors away from identifying and selecting

a target business or businesses for HVII’s initial business combination and may negatively affect HVII’s reputation, which

may impede HVII’s ability to complete an initial business combination.

a shareholder fails to receive notice of HVII’s offer to redeem HVII’s public shares in connection with the initial business

filed for bankruptcy and ceased all operations on January 17,

The case was dismissed with prejudice in May 2024 with no findings of violations or breaches of fiduciary duties.

Any such litigation,

investigations or other proceedings may divert the attention and resources of HVII’s management team and board of directors away

from identifying and selecting a target business or businesses for HVII’s initial business combination and may negatively affect

HVII’s reputation, which may impede HVII’s ability to complete an initial business combination.

a shareholder fails to receive notice of HVII’s offer to redeem HVII’s public shares in connection with the initial business

combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with HVII’s initial

business combination.

Despite HVII’s compliance with these rules, if a shareholder fails to receive HVII’s tender offer or

proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials

or tender offer documents, as applicable, that HVII will furnish to holders of HVII’s public shares in connection with the initial

business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

For example, HVII may require HVII’s 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 HVII’s transfer agent prior to the date

For example, HVII may require HVII’s 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 HVII’s transfer agent prior to the date

set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve

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See the section of

this Report entitled “

Business —

Redemption Rights for Public Shareholders upon Completion of HVII’s Initial Business

HVII does not consummate an initial business combination within 24 months from the closing of its initial public offering, HVII’s

public shareholders may be forced to wait beyond such time before redemption from HVII’s trust account.

this Report entitled “ Business — Redemption Rights for Public Shareholders upon Completion of HVII’s Initial Business

HVII does not consummate an initial business combination within 24 months from the closing of its initial public offering, HVII’s

public shareholders may be forced to wait beyond such time before redemption from HVII’s trust account.

HVII does not consummate an initial business combination within 24 months from the closing of its initial public offering, the proceeds

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HVII to pay permitted withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption

of HVII’s public shares, as further described herein.

Any redemption of public shareholders from the trust account will be effected

automatically by function of HVII’s amended and restated memorandum and articles of association prior to any voluntary winding

If HVII is required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to HVII’s public

automatically by function of HVII’s amended and restated memorandum and articles of association prior to any voluntary winding

If HVII is required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to HVII’s public

shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions

of the Companies Act.

In that case, investors may be forced to wait beyond such time from the closing of HVII’s initial public

offering, before the redemption proceeds of HVII’s trust account become available to them, and they receive the return of their

pro rata portion of the proceeds from HVII’s trust account.

In that case, investors may be forced to wait beyond such time from the closing of HVII’s initial public

offering, before the redemption proceeds of HVII’s trust account become available to them, and they receive the return of their

pro rata portion of the proceeds from HVII’s trust account.

HVII has no obligation to return funds to investors prior to the date

of HVII’s redemption or liquidation unless, prior thereto, HVII consummates its initial business combination or amends certain

provisions of HVII’s amended and restated memorandum and articles of association, and only then in cases where investors have sought

of HVII’s redemption or liquidation unless, prior thereto, HVII consummates its initial business combination or amends certain

provisions of HVII’s amended and restated memorandum and articles of association, and only then in cases where investors have sought

to redeem their Class A ordinary shares.

Only upon HVII’s redemption or any liquidation will public shareholders be entitled to

distributions if HVII does not complete its initial business combination and does not amend certain provisions of HVII’s amended

Only upon HVII’s redemption or any liquidation will public shareholders be entitled to

distributions if HVII does not complete its initial business combination and does not amend certain provisions of HVII’s amended

and restated memorandum and articles of association.

HVII’s amended and restated memorandum and articles of association provides

that, if HVII winds up for any other reason prior to the consummation of its initial business combination, HVII will follow the foregoing

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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 it is unable to complete an initial business combination within the completion window, subject to applicable

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 it 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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will not be entitled to protections normally afforded to investors of many other SPACs.

the net proceeds of HVII’s initial public offering and the sale of the private placement units are intended to be used to complete

an initial business combination with a target business that has not been identified, HVII may be deemed to be a “blank check”

the net proceeds of HVII’s initial public offering and the sale of the private placement units are intended to be used to complete

an initial business combination with a target business that has not been identified, HVII may be deemed to be a “blank check”

company under the United States securities laws.

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Among other things, this means HVII will have a longer period of time to complete its business combination than do companies subject

Moreover, if HVII’s initial public offering were subject to Rule 419, that rule would prohibit the release of any

interest earned on funds held in the trust account to HVII unless and until the funds in the trust account were released to HVII in connection

with its completion of an initial business combination.

For a more detailed comparison of HVII’s offering to offerings that comply

with Rule 419, please see the section of this Report entitled “

Business —

of HVII’s limited resources and the significant competition for business combination opportunities, it may be more difficult for

For a more detailed comparison of HVII’s offering to offerings that comply

with Rule 419, please see the section of this Report entitled “ Business — Overview.

of HVII’s limited resources and the significant competition for business combination opportunities, it may be more difficult for

HVII to complete its initial business combination.

If HVII is unable to complete its initial business combination, HVII’s public

shareholders may receive only approximately $10.00 per share on HVII’s redemption of its public shares, or less than such amount

in certain circumstances, and HVII’s share rights will expire worthless.

expects to encounter intense competition from other entities having a business objective similar to HVII’s, including private investors

If HVII is unable to complete its initial business combination, HVII’s public

shareholders may receive only approximately $10.00 per share on HVII’s redemption of its public shares, or less than such amount

in certain circumstances, and HVII’s share rights will expire worthless.

expects 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 and other entities competing for the types of businesses HVII intends

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Many of these competitors possess

greater technical, human and other resources or more industry knowledge than HVII does, and HVII’s financial resources will be

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 will be limited by HVII’s available

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 will be limited by HVII’s available

financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, because HVII is obligated to pay cash for the Class A ordinary shares which HVII’s public shareholders redeem in connection

with HVII’s initial business combination, target companies will be aware that this may reduce the resources available to HVII for

Furthermore, because HVII is obligated to pay cash for the Class A ordinary shares which HVII’s public shareholders redeem in connection

with HVII’s initial business combination, target companies will be aware that this may reduce the resources available to HVII for

its initial business combination.

This may place HVII at a competitive disadvantage in successfully negotiating an initial business combination.

If HVII is unable to complete its initial business combination, HVII’s public shareholders may receive only approximately $10.00

per share on the liquidation of HVII’s trust account and HVII’s share rights will expire worthless.

the net proceeds of HVII’s initial offering and the sale of the private placement units not being held in the trust account and

If HVII is unable to complete its initial business combination, HVII’s public shareholders may receive only approximately $10.00

per share on the liquidation of HVII’s trust account and HVII’s share rights will expire worthless.

the net proceeds of HVII’s initial offering and the sale of the private placement units not being held in the trust account and

the permitted withdrawals are insufficient to allow HVII to operate for at least the completion window, HVII may be unable to complete

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for a target business.

HVII could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision

in letters of intent or merger agreements designed to keep target businesses from “shopping”

around for transactions with

HVII could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision

in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with

other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination,

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$10.00 per share on the liquidation of its trust account and its share rights will expire worthless.

the net proceeds of HVII’s initial public offering and the sale of the private placement units not being held in the trust account

and the permitted withdrawals are insufficient, it could limit the amount available to fund HVII’s search for a target business

the net proceeds of HVII’s initial public offering and the sale of the private placement units not being held in the trust account

and the permitted withdrawals are insufficient, it could limit the amount available to fund HVII’s search for a target business

or businesses and complete its initial business combination and HVII will depend on permitted withdrawals and loans from its sponsor

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If HVII is unable to obtain these loans, it may be unable to complete its initial business combination.

the net proceeds of HVII’s initial public offering and the sale of the private placement units, only approximately $ $1,843,218

were available to HVII outside the trust account to fund its working capital requirements.

HVII believes that the funds available to

it outside of the trust account will be sufficient to allow it to operate for at least the completion window;

however, HVII cannot assure

investors that its estimate is accurate.

If HVII is required to seek additional capital, it would need to borrow funds from its sponsor,

management team or other third parties to operate or may be forced to liquidate.

None of HVII’s sponsor, members of its management

team nor any of their affiliates is under any obligation to advance funds to HVII in such circumstances.

Any such advances would be repaid

only from funds held outside the trust account or from funds released to HVII upon completion of its initial business combination.

to $2.5 million of such loans may be convertible into private placement units, at a price of $10.00 per private placement unit at the

option of the lender, upon consummation of HVII’s initial business combination.

Prior to the completion of its initial business

combination, HVII does not expect to seek loans from parties other than its sponsor or an affiliate of its sponsor as it does not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in its trust

If HVII is unable to obtain these loans, it may be unable to complete its initial business combination.

If HVII is unable to

complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations

and liquidate the trust account.

Consequently, its public shareholders may only receive approximately $10.00 per share on its redemption

of its public shares, and its share rights will expire worthless.

to the completion of HVII’s initial business combination, it may be required to take write-downs or write-offs, restructuring and

the net proceeds of HVII’s initial public offering and the sale of the private placement units, only approximately $1,843,218 were

available to HVII outside the trust account to fund its working capital requirements.

HVII believes that the funds available to it outside

of the trust account will be sufficient to allow it to operate for at least the completion window;

however, HVII cannot assure investors

that its estimate is accurate.

If HVII is required to seek additional capital, it would need to borrow funds from its sponsor, management

team or other third parties to operate or may be forced to liquidate.

None of HVII’s sponsor, members of its management team nor

any of their affiliates is under any obligation to advance funds to HVII in such circumstances.

Any such advances would be repaid only

from funds held outside the trust account or from funds released to HVII upon completion of its initial business combination.

million of such loans may be convertible into private placement units, at a price of $10.00 per private placement unit at the option

of the lender, upon consummation of HVII’s initial business combination.

Prior to the completion of its initial business combination,

HVII does not expect to seek loans from parties other than its sponsor or an affiliate of its sponsor as it does not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in its trust account.

is unable to obtain these loans, it may be unable to complete its initial business combination.

If HVII is unable to complete its initial

business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the

trust account.

Consequently, its public shareholders may only receive approximately $10.00 per share on its redemption of its public

shares, and its share rights will expire worthless.

to the completion of HVII’s initial business combination, it may be required to take write-downs or write-offs, restructuring and

impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price

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will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material

issues through a customary amount of due diligence, or that factors outside of the target business and outside of HVII’s control

will not later arise.

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or incur impairment or other charges that could result in reporting losses.

Even if HVII’s due diligence successfully identifies

certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary

risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on HVII’s liquidity, the fact that

it reports charges of this nature could contribute to negative market perceptions about HVII or its securities.

In addition, charges

of this nature may cause HVII to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing

debt held by a target business or by virtue of obtaining debt financing to partially finance the initial business combination.

any public shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the

value of their shares.

of this nature may cause HVII to be unable to obtain future financing on favorable terms or at all.

third parties bring claims against HVII, the proceeds held in the trust account could be reduced and the per-share redemption amount

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claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain 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

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.

Withum Smith+Brown, PC (“Withum”), HVII’s

independent registered public accounting firm, and the underwriters of HVII’s initial public offering have not executed agreements

Withum Smith+Brown, PC (“Withum”), HVII’s

independent registered public accounting firm, and the underwriters of HVII’s initial public offering have not executed agreements

with HVII waiving such claims to the monies held in the trust account.

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Upon redemption

of HVII’s public shares, if it is unable to complete its initial business combination within the prescribed timeframe, or upon

the exercise of a redemption right in connection with its initial business combination, HVII will be required to provide for payment

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due to claims of such creditors.

Pursuant to the letter agreement, the form of which is filed as an exhibit to HVII’s registration

statement filed in connection with HVII’s initial public offering, HVII’s 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

Pursuant to the letter agreement, the form of which is filed as an exhibit to HVII’s registration

statement filed in connection with HVII’s initial public offering, HVII’s 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 entered into a written letter of intent, confidentiality

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such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights

to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under HVII’s

indemnity of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities

to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under HVII’s

indemnity of the underwriters of HVII’s initial public offering against certain liabilities, including liabilities under the Securities

However, HVII has not asked its sponsor to reserve for such indemnification obligations, nor has it independently verified whether

its sponsor has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities

Therefore, HVII cannot assure investors that its sponsor would be able to satisfy those obligations.

None of HVII’s officers

or directors will indemnify HVII for claims by third parties including, without limitation, claims by vendors and prospective target

directors may decide not to enforce the indemnification obligations of its sponsor, resulting in a reduction in the amount of funds in

the trust account available for distribution to HVII’s public shareholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per

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 the interest that may be withdrawn to fund permitted withdrawals, and HVII’s

sponsor asserts that it is unable to satisfy its 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 the sponsor to enforce its indemnification obligations.

it is currently expected that HVII’s independent directors would take legal action on behalf of HVII against the sponsor to enforce

HVII’s independent directors would determine whether to take legal action against the sponsor to enforce its indemnification obligations.

it is currently expected that HVII’s independent directors would take legal action on behalf of HVII against the sponsor to enforce

its indemnification obligations, it is possible that the independent directors, in exercising their business judgment and subject to

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If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the

trust account available for distribution to HVII’s public shareholders may be reduced below $10.00 per share.

may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

has agreed to indemnify its officers and directors to the fullest extent permitted by law.

However, HVII’s officers and directors

have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse

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if (i) it has sufficient funds outside of the trust account or (ii) it consummates an initial business combination.

HVII’s obligation

to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach

of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against HVII’s

officers and directors, even though such an action, if successful, might otherwise benefit HVII and its shareholders.

Furthermore, a

shareholder’s investment may be adversely affected to the extent HVII pays the costs of settlement and damage awards against its

officers and directors pursuant to these indemnification provisions.

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an involuntary bankruptcy or winding-up petition is filed against HVII 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 all amounts received by

HVII’s shareholders.

In addition, HVII’s board of directors may be viewed as having breached its fiduciary duty to HVII’s

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 all amounts received by

HVII’s shareholders.

In addition, HVII’s board of directors may be viewed as having breached its fiduciary duty to HVII’s

creditors and/or having acted in bad faith, thereby exposing itself and HVII to claims of punitive damages, by paying public shareholders

from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to HVII’s public shareholders, HVII files a bankruptcy or winding-up petition

or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, the claims of creditors in such proceeding

may have priority over the claims of HVII’s shareholders and the per-share amount that would otherwise be received by HVII’s

shareholders in connection with its liquidation may be reduced.

before distributing the proceeds in the trust account to HVII’s public shareholders, HVII files a bankruptcy or winding-up petition

or an involuntary bankruptcy or winding-up petition is filed against HVII that is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy 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.

could be subject to applicable bankruptcy 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, the per-share amount that would otherwise be received by HVII’s shareholders in connection with

its liquidation may be reduced.

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due in the ordinary course of business.

As a result, a liquidator could seek to recover some or all amounts received by HVII’s

shareholders.

Furthermore, HVII’s directors may be viewed as having breached their fiduciary duties to HVII or its creditors and/or

may have acted in bad faith, thereby exposing themselves and HVII to claims, by paying public shareholders from the trust account prior

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HVII and its directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of HVII’s share premium account while HVII was unable to pay its debts as they fall due in the

ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years

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may not hold an annual general meeting until after the consummation of its initial business combination, which could delay the opportunity

for HVII’s shareholders to elect directors.

accordance with Nasdaq corporate governance requirements, HVII is not required to hold an annual general meeting until no later than

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Act for HVII to hold annual or extraordinary general meetings to appoint directors.

Prior to the consummation of HVII’s initial

business combination, only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment or removal

Prior to the consummation of HVII’s initial

business combination, only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment or removal

of directors.

HVII’s initial business combination, it is possible that a majority of HVII’s directors and officers will live outside the

United States and all of HVII’s assets will be located outside the United States;

HVII’s initial business combination, it is possible that a majority of HVII’s directors and officers will live outside the

United States and all of HVII’s assets will be located outside the United States;

therefore investors may not be able to enforce

federal securities laws or their other legal rights.

is possible that after HVII’s initial business combination, a majority of HVII’s directors and officers will reside outside

of the United States and all of HVII’s assets will be located outside of the United States.

is possible that after HVII’s initial business combination, a majority of HVII’s directors and officers will reside outside

of the United States and all of HVII’s assets will be located outside of the United States.

As a result, it may be difficult, or

in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of

HVII’s directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

on HVII’s directors and officers under United States laws.

HVII’s directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

on HVII’s directors and officers under United States laws.

particular, there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize

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of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands

or any other applicable jurisdiction’s courts against HVII or its directors or officers predicated upon the securities laws of

the United States or any state in the United States.

a more detailed discussion, see Exhibit 4.2 of this Report captioned “Description of Securities.”

may seek business combination opportunities in industries or sectors which may or may not be outside of its management’s area of

may consider an initial business combination outside of its management’s area of expertise if an initial business combination candidate

a more detailed discussion, see Exhibit 4.2 of this Report captioned “Description of Securities.”

may seek business combination opportunities in industries or sectors which may or may not be outside of its management’s area of

may consider an initial business combination outside of its management’s area of expertise if an initial business combination candidate

is presented to HVII and it determines that such candidate offers an attractive business combination opportunity for HVII or HVII is

unable to identify a suitable candidate in other sectors after having expanded a reasonable amount of time and effort in an attempt to

Although HVII’s management will endeavor to evaluate the risks inherent in any particular business combination candidate,

it cannot assure investors that it will adequately ascertain or assess all of the significant risk factors.

HVII also cannot assure investors

that an investment in HVII’s units will not ultimately prove to be less favorable to investors than a direct investment, if an

opportunity were available, in an initial business combination candidate.

In the event HVII elects to pursue a business combination outside

of the areas of its management’s expertise, its management’s expertise may not be directly applicable to its evaluation or

operation, and the information contained in this Report regarding the areas of its management’s expertise would not be relevant

of the areas of its management’s expertise, its management’s expertise may not be directly applicable to its evaluation or

operation, and the information contained in this Report regarding the areas of its management’s expertise would not be relevant

to an understanding of the business that HVII elects to acquire.

As a result, HVII’s management may not be able to adequately ascertain

or assess all of the significant risk factors.

Accordingly, any public shareholders who choose to remain shareholders following HVII’s

initial business combination could suffer a reduction in the value of their shares.

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HVII from implementing its strategy.

Although HVII’s management team will endeavor to evaluate the risks inherent in a particular

target business and its operations, HVII may not be able to properly ascertain or assess all of the significant risk factors until it

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Furthermore, some of these risks and complexities may

be outside of HVII’s control and leave it with no ability to control or reduce the chances that those risks and complexities will

adversely impact a target business.

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business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a

combination with a business that does meet all of HVII’s general criteria and guidelines.

In addition, if HVII announces a prospective

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of its trust account and its share rights will expire worthless.

In certain circumstances, HVII’s public shareholders may receive

less than $10.00 per share upon HVII’s liquidation.

In certain circumstances, HVII’s public shareholders may receive

less than $10.00 per share upon HVII’s liquidation.

may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue,

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consummates its initial business combination will perform as anticipated.

Although HVII’s officers and directors will endeavor

to evaluate the risks inherent in a particular target business, HVII may not be able to properly ascertain or assess all of the significant

risk factors and it may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of HVII’s

control and leave it with no ability to control or reduce the chances that those risks will adversely impact a target business.

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point of view.

If no opinion is obtained, HVII’s shareholders will be relying on the judgment of its board of directors, who will

determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in

HVII’s proxy materials or tender offer documents, as applicable, related to its initial business combination.

in connection with or in anticipation of HVII’s initial business combination and its structure thereafter may not be tax-efficient

HVII’s proxy materials or tender offer documents, as applicable, related to its initial business combination.

in connection with or in anticipation of HVII’s initial business combination and its structure thereafter may not be tax-efficient

to its shareholders and share right holders.

As a result of HVII’s business combination, its tax obligations may be more complex,

burdensome and uncertain.

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over tax considerations.

For example, in anticipation of or as a result of HVII’s initial business combination and subject to requisite

shareholder approval, HVII may enter into one or more transactions that require shareholders and/or share right holders to recognize

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right holder may be required to satisfy any liability resulting from any such transactions with cash from its own funds or by selling

all or a portion of such holder’s shares or share rights.

In addition, HVII may effect a business combination with a target company

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amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold.

HVII’s initial

proposed business combination may impose a minimum cash requirement for:

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in connection with its initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements

to sell their shares to HVII’s sponsor, officers, directors or their affiliates.

In the event the aggregate cash consideration

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and extended the time to consummate an initial business combination.

Amending HVII’s amended and restated memorandum and articles

of association requires at least a special resolution of its shareholders as a matter of Cayman Islands law, 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, and amending

its share rights agreement requires a vote of holders of at least 50% of the public share rights and, solely with respect to any amendment

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50% of the number of the then outstanding private placement units (including the consent of Cohen & Company).

In addition, HVII’s

amended and restated memorandum and articles of association requires it to provide its public shareholders with the opportunity to redeem

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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.

window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

Many SPACs have faced delisting of their securities following redemptions of shares by public shareholders in connection with proposed

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listing requirements of the stock exchange.

the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through HVII’s registration

statement filed in connection with its initial public offering, HVII would register, or seek an exemption from registration for, the

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to consummate an initial business combination in order to effectuate its initial business combination.

agreements related to HVII’s initial public offering may be amended or waived without shareholder approval.

of the agreements related to HVII’s initial public offering to which HVII is a party, other than the share rights agreement and

agreements related to HVII’s initial public offering may be amended or waived without shareholder approval.

of the agreements related to HVII’s initial public offering to which HVII is a party, other than the share rights agreement and

the investment management trust agreement, may be amended or waived without shareholder approval.

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services agreement among HVII, its sponsor and an affiliate of its sponsor.

These agreements contain various provisions that HVII’s

public shareholders might deem to be material.

For example, the letter agreement and the underwriting agreement contain certain lock-up

provisions with respect to the founder shares, private placement units and other securities held by HVII’s initial shareholders,

sponsor, officers and directors.

Amendments to or waivers of such agreements would require the consent of the applicable parties thereto

and would need to be approved by HVII’s board of directors, which may do so for a variety of reasons, including to facilitate HVII’s

initial business combination.

While HVII does not expect its board of directors to approve any amendment to or waiver of any of these

agreements prior to its initial business combination, it may be possible that HVII’s board of directors, in exercising its business

judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of any such agreement in connection

with the consummation of HVII’s initial business combination.

Any amendment or waiver entered into in connection with the consummation

of HVII’s initial business combination will be disclosed in its proxy materials or tender offer documents, as applicable, related

to such initial business combination, and any other material amendment to or waiver of any of HVII’s material agreements will be

of HVII’s initial business combination will be disclosed in its proxy materials or tender offer documents, as applicable, related

to such initial business combination, and any other material amendment to or waiver of any of HVII’s material agreements will be

disclosed in a filing with the SEC.

Any such amendments or waivers would not require approval from HVII’s shareholders, may result

in the completion of HVII’s initial business combination that may not otherwise have been possible, and may have an adverse effect

on the value of an investment in HVII’s securities.

Any such amendments or waivers would not require approval from HVII’s shareholders, may result

in the completion of HVII’s initial business combination that may not otherwise have been possible, and may have an adverse effect

on the value of an investment in HVII’s securities.

For example, amendments to or waivers of the lock-up provision discussed above

may result in HVII’s initial shareholders selling their securities earlier than they would otherwise be permitted, which may have

an adverse effect on the price of HVII’s securities.

provisions of HVII’s amended and restated memorandum and articles of association that relate to its pre-business combination activity

may result in HVII’s initial shareholders selling their securities earlier than they would otherwise be permitted, which may have

an adverse effect on the price of HVII’s securities.

provisions of HVII’s amended and restated memorandum and articles of association that relate to its pre-business combination activity

(and corresponding provisions of the agreement governing the release of funds from its trust account), including an amendment to permit

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is substantially reduced or eliminated, may be amended with the approval of a special resolution which requires the approval of the holders

of at least two-thirds of HVII’s ordinary shares who attend and vote at a general meeting of the company.

It may be easier for

HVII to amend its amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of

an initial business combination that some of HVII’s shareholders may not support.

amended and restated memorandum and articles of association provides that any of its provisions related to pre-initial business combination

activity (including the requirement to deposit certain proceeds of HVII’s initial public offering and the private placement of

units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public

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investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by special

resolution, meaning holders of at least two-thirds of HVII’s ordinary shares who attend and vote at a general meeting of the company,

voting together as a single class, and corresponding provisions of the trust agreement governing the release of funds from HVII’s

trust account may be amended if approved by holders of at least two-thirds of HVII’s ordinary shares who attend and vote at a general

resolution, meaning holders of at least two-thirds of HVII’s ordinary shares who attend and vote at a general meeting of the company,

voting together as a single class, and corresponding provisions of the trust agreement governing the release of funds from HVII’s

trust account may be amended if approved by holders of at least two-thirds of HVII’s ordinary shares who attend and vote at a general

meeting of the company;

provided that the provisions of HVII’s amended and restated memorandum and articles of association governing

the appointment or removal of directors prior to HVII’s initial business combination and continuing the company in a jurisdiction

outside the Cayman Islands, may only be amended by a special resolution passed by holders representing at least 90% of HVII’s issued

provided that the provisions of HVII’s amended and restated memorandum and articles of association governing

the appointment or removal of directors prior to HVII’s initial business combination and continuing the company in a jurisdiction

outside the Cayman Islands, may only be amended by a special resolution passed by holders representing at least 90% of HVII’s issued

and outstanding Class B ordinary shares.

HVII’s initial shareholders, who collectively beneficially own approximately 24% of HVII’s

ordinary shares, will participate in any vote to amend HVII’s amended and restated memorandum and articles of association and/or

trust agreement and will have the discretion to vote in any manner they choose.

HVII’s initial shareholders, who collectively beneficially own approximately 26.3% of

HVII’s ordinary shares, will participate in any vote to amend HVII’s amended and restated memorandum and articles of association

and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, HVII may be able to amend the provisions

of its amended and restated memorandum and articles of association which govern its pre-initial business combination behavior more easily

than some other SPACs, and this may increase HVII’s ability to complete an initial business combination with which public shareholders

do not agree.

HVII’s shareholders may pursue remedies against HVII for any breach of its amended and restated memorandum and articles

of association.

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 HVII’s public shares in connection with an initial business combination or to redeem 100% of HVII’s

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 HVII’s public shares in connection with an initial business combination or to redeem 100% of HVII’s

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

provision 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,

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are contained in a letter agreement that HVII has entered into with its initial shareholders, officers and directors.

HVII’s shareholders

are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies

against HVII’s sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, HVII’s

against HVII’s sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, HVII’s

shareholders would need to pursue a shareholder derivative action, subject to applicable law.

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has not selected any specific business combination target, but intends to target businesses larger than it could acquire with the net

proceeds of HVII’s initial public offering and the sale of the private placement units.

As a result, HVII may be required to seek

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available on acceptable terms, if at all.

This additional financing may be significantly dilutive to the

post-combination company, and represent the type of financing risk that is not associated with traditional IPOs.

To the extent that additional

financing proves to be unavailable when needed to complete HVII’s initial business combination, HVII would be compelled to either

restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

the amount of additional financing HVII may be required to obtain could increase as a result of future growth capital needs for any particular

transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant

number of shares from shareholders who elect redemption in connection with HVII’s initial business combination and/or the terms

of negotiated transactions to purchase shares in connection with HVII’s initial business combination.

If HVII is unable to complete

its initial business combination, HVII’s public shareholders may receive only approximately $10.00 per share plus any pro rata

interest earned on the funds held in the trust account and not previously released to HVII for permitted withdrawals and to pay taxes

on the liquidation of HVII’s trust account and its share rights will expire worthless.

In addition, even if HVII does not need

additional financing to complete its initial business combination, it may require such financing to fund the operations or growth of

the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or

growth of the target business.

None of HVII’s officers, directors or shareholders is required to provide any financing to HVII

in connection with or after its initial business combination.

If HVII is unable to complete its initial business combination, HVII’s

public shareholders may only receive approximately $10.00 per share on the liquidation of its trust account, and its share rights will

expire worthless.

Furthermore, as described in the risk factor entitled “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,”

under certain circumstances HVII’s public shareholders may receive less than $10.00 per share upon the liquidation of the trust

This additional financing may be significantly dilutive to the post-combination company, and

represent the type of financing risk that is not associated with traditional IPOs.

To the extent that additional financing proves to

be unavailable when needed to complete HVII’s initial business combination, HVII would be compelled to either restructure the transaction

or abandon that particular business combination and seek an alternative target business candidate.

Further, the amount of additional

financing HVII may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the

depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of

shares from shareholders who elect redemption in connection with HVII’s initial business combination and/or the terms of negotiated

transactions to purchase shares in connection with HVII’s initial business combination.

If HVII is unable to complete its initial

business combination, HVII’s public shareholders may receive only approximately $10.00 per share plus any pro rata interest earned

on the funds held in the trust account and not previously released to HVII for permitted withdrawals and to pay taxes on the liquidation

of HVII’s trust account and its share rights will expire worthless.

In addition, even if HVII does not need additional financing

to complete its initial business combination, it may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target

None of HVII’s officers, directors or shareholders is required to provide any financing to HVII in connection with or

after its initial business combination.

If HVII is unable to complete its initial business combination, HVII’s public shareholders

may only receive approximately $10.00 per share on the liquidation of its trust account, and its share rights will expire worthless.

Furthermore, as described in the risk factor entitled “ 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 ,”

under certain circumstances HVII’s public shareholders may receive less than $10.00 per share upon the liquidation of the trust

initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders

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influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support, including amendments to

HVII’s amended and restated memorandum and articles of association and approval of major corporate transactions.

If HVII’s

HVII’s amended and restated memorandum and articles of association and approval of major corporate transactions.

initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase

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Factors that would be considered in making such additional purchases would include consideration of the current trading

price of HVII’s Class A ordinary shares.

In addition, HVII may not hold an annual general meeting to elect new directors prior

to the completion of its initial business combination, in which case all of the current directors, who were elected by HVII’s initial

shareholders, will continue in office until at least the completion of the initial business combination.

Prior to the consummation of

HVII’s initial business combination, only holders of its Class B ordinary shares will have the right to vote on the appointment

or removal of directors.

Holders of HVII’s public shares will have no right to vote on the appointment or removal of directors

during such time.

Further, prior to the closing of HVII’s initial business combination, only holders of its Class B ordinary shares

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 HVII approving a transfer by way of continuation in a jurisdiction outside the Cayman

These provisions of HVII’s amended and restated memorandum and articles of association may only be amended if approved

by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation

of HVII’s initial business combination, 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.

a result, shareholders will not have any influence over the appointment or removal of directors prior to HVII’s initial business

combination or any influence over its continuation in a jurisdiction outside the Cayman Islands prior to its initial business combination.

Accordingly, HVII’s initial shareholders will continue to exert control at least until the completion of its initial business combination.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

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may receive only approximately $10.00 per share on the liquidation of its trust account and its share rights will expire worthless.

certain circumstances, HVII’s public shareholders may receive less than $10.00 per share upon its liquidation.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following HVII’s initial business combination and as a result, may

cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

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simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation

in the form of cash payments and/or HVII’s securities for services they would render to HVII after the completion of the initial

business combination.

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combination will not be the determining factor in its decision as to whether or not it will proceed with any potential business combination.

There is no certainty, however, that any of HVII’s key personnel will remain with HVII after the completion of its initial business

HVII cannot assure shareholders that any of its key personnel will remain in senior management or advisory positions with

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

business combination.

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combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,

which could, in turn, negatively impact the value of HVII’s shareholders’

investment in HVII.

evaluating the desirability of effecting HVII’s initial business combination with a prospective target business, its ability to

assess the target business’s management may be limited due to a lack of time, resources or information.

HVII’s assessment

of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

which could, in turn, negatively impact the value of HVII’s shareholders’ investment in HVII.

evaluating the desirability of effecting HVII’s initial business combination with a prospective target business, its ability to

assess the target business’s management may be limited due to a lack of time, resources or information.

HVII’s assessment

of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities HVII suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage

a public company, the operations and profitability of the post-combination business may be negatively impacted.

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Such shareholders are unlikely to have a remedy for such reduction in value.

only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of

HVII’s shares on Nasdaq, Nasdaq considers HVII to be a “controlled company”

within the meaning of Nasdaq rules and,

only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of

HVII’s shares on Nasdaq, Nasdaq considers HVII to be a “controlled company” within the meaning of Nasdaq rules and,

as a result, HVII qualifies for exemptions from certain corporate governance requirements.

holders of HVII’s Class B ordinary shares have the right to vote on the appointment of directors.

As a result, Nasdaq considers

HVII to be a “controlled company”

within the meaning of Nasdaq corporate governance standards.

HVII to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance

standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled

company”

and may elect not to comply with certain corporate governance requirements, including the requirements that:

have a board that includes a majority of “independent directors,”

under the rules of Nasdaq;

have a compensation committee of its board that is comprised entirely of independent directors

with a written charter addressing the committee’s purpose and responsibilities.

standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled

company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;

have a compensation committee of its board that is comprised entirely of independent directors with a written charter addressing

the committee’s purpose and responsibilities.

have independent director oversight of its director nominations.

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same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

may be a passive foreign investment company, or “PFIC,”

which could result in adverse U.S.

may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences

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Holder (as defined in the section

of HVII’s final prospectus filed in connection with its initial public offering “Taxation —

Material United States

Federal Income Tax Considerations —

Holders”) of HVII’s Class A ordinary shares or share rights, such U.S.

of HVII’s final prospectus filed in connection with its initial public offering “Taxation — Material United States

Federal Income Tax Considerations — U.S.

Holders”) of HVII’s Class A ordinary shares or share rights, such U.S.

may be subject to adverse U.S.

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PFIC status for its current and subsequent taxable years may depend on whether it qualifies for the PFIC start-up exception (as defined

in the section of HVII’s final prospectus filed in connection with its initial public offering entitled “Taxation —

Material United States Federal Income Tax Considerations —

Holders —

Passive Foreign Investment Company Rules”).

in the section of HVII’s final prospectus filed in connection with its initial public offering entitled “ Taxation —

Material United States Federal Income Tax Considerations — U.S.

Holders — Passive Foreign Investment Company Rules ”).

Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot

be any assurance that HVII will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to HVII’s

status as a PFIC for its current taxable year or any subsequent taxable year.

HVII’s actual PFIC status for any taxable year, however,

will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until

after the two taxable years following HVII’s current taxable year).

HVII determines it is a PFIC for any taxable year, upon written request by a U.S.

Holder, HVII will endeavor to provide to a U.S.

such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order

to enable such U.S.

Holder to make and maintain a “qualified electing fund”

election, but there can be no assurance that

HVII will timely provide such required information, and such election would be unavailable with respect to HVII’s share rights

Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that

HVII will timely provide such required information, and such election would be unavailable with respect to HVII’s share rights

in all cases.

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detailed discussion of the material tax consequences of PFIC classification to U.S.

Holders, see the section of HVII’s final prospectus

filed in connection with its initial public offering entitled “Taxation —

Material United States Federal Income Tax Considerations—U.S.

Holders—Passive Foreign Investment Company Rules.”

federal excise tax on stock buybacks could be imposed on redemptions of HVII’s shares if it were to become a “covered

corporation”

in the future.

Holders, see the section of HVII’s final prospectus

filed in connection with its initial public offering entitled “ Taxation — Material United States Federal Income Tax Considerations—U.S.

Holders—Passive Foreign Investment Company Rules .”

federal excise tax on stock buybacks could be imposed on redemptions of HVII’s shares if it were to become a “covered

corporation” in the future.

Inflation Reduction Act of 2022, among other things, generally imposes a 1% U.S.

federal excise tax (the “Excise Tax”) on

certain repurchases of stock by “covered corporations”

(which include publicly traded domestic (i.e., U.S.) corporations

federal excise tax (the “Excise Tax”) on

certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations

and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations).

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In addition, certain exceptions apply to the Excise Tax.

Department of the Treasury (the “Treasury”)

has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax.

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Excise Tax remain unclear.

is currently not a “covered corporation”

for purposes of the Excise Tax.

If HVII were to become a “covered corporation”

is currently not a “covered corporation” for purposes of the Excise Tax.

If HVII were to become a “covered corporation”

in the future, whether in connection with the consummation of its initial business combination with a U.S.

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of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure

of HVII’s initial business combination, (iv) the nature and amount of any “PIPE”

or other equity issuances (whether

in connection with HVII’s initial business combination or otherwise) issued within the same taxable year of a redemption treated

of HVII’s initial business combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether

in connection with HVII’s initial business combination or otherwise) issued within the same taxable year of a redemption treated

as a repurchase of stock and (v) the content of any other guidance from the Treasury.

The imposition of the Excise Tax on HVII as a result

of redemptions by HVII could, however, reduce the amount of cash available to the target business in connection with HVII’s initial

business combination, which could cause investors in HVII’s securities who do not redeem or the other shareholders of the combined

of redemptions by HVII could, however, reduce the amount of cash available to the target business in connection with HVII’s initial

business combination, which could cause investors in HVII’s securities who do not redeem or the other shareholders of the combined

company to economically bear the impact of such Excise Tax.

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on the Company on any redemptions or stock buybacks by the Company pursuant to any current, pending or further rules or laws, including

without limitation any Excise Tax, prior to release of such funds from the Trust Account following HVII’s initial business combination.

HVII effects its initial business combination with a company with operations or opportunities outside of the United States, it may face

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considerations or risks associated with companies operating in an international setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying

with different commercial and legal requirements of overseas markets;

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements

of overseas markets;

and regulations regarding currency redemption;

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and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles and challenges in collecting accounts receivable;

issues, including but not limited to tax law changes and variations in tax laws as compared

to the United States;

issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

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and language differences;

unrest, crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters,

widespread health emergencies and wars;

unrest, crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, widespread health emergencies and wars;

deterioration

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or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

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impact its results of operations and financial condition.

HVII’s management following its initial business combination is unfamiliar with U.S.

securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

HVII’s initial business combination, any or all of its management could resign from their positions as officers of the Company,

and the management of the target business at the time of the business combination could remain in place.

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This could be expensive and time-consuming and could lead to various regulatory issues

which may adversely affect HVII’s operations.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may

adversely affect its leverage and financial condition and thus negatively impact the value of its shareholders’

adversely affect its leverage and financial condition and thus negatively impact the value of its shareholders’ investment.

HVII has no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding

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Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on HVII’s assets if its operating revenues after an initial business

combination are insufficient to repay its debt obligations;

● acceleration

of HVII’s obligations to repay the indebtedness even if it makes all principal and

interest payments when due if it breaches certain covenants that require the maintenance

of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● HVII’s

immediate payment of all principal and accrued interest, if any, if the debt security is

payable on demand;

● HVII’s

inability to obtain necessary additional financing if the debt security contains covenants

restricting its ability to obtain such financing while the debt security is outstanding;

● HVII’s

and foreclosure on HVII’s assets if its operating revenues after an initial business combination are insufficient to repay

its debt obligations;

of HVII’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if it breaches

certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on its ordinary shares;

a substantial portion of HVII’s cash flow to pay principal and interest on its debt,

which will reduce the funds available for dividends on its ordinary shares, its ability to

pay expenses, make capital expenditures and acquisitions and fund other general corporate

● limitations

on HVII’s flexibility in planning for and reacting to changes in its business and in

the industry in which it operates;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on HVII’s ability to borrow additional amounts for expenses, capital expenditures,

acquisitions, debt service requirements and execution of its strategy;

a substantial portion of HVII’s cash flow to pay principal and interest on its debt, which will reduce the funds available

for dividends on its ordinary shares, its ability to pay expenses, make capital expenditures and acquisitions and fund other general

corporate purposes;

on HVII’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on HVII’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements

and execution of its strategy;

disadvantages compared to its competitors who have less debt.

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units, which will cause it to be solely dependent on a single business that may have a limited number of services and limited operating

This lack of diversification may negatively impact HVII’s operating results and profitability.

the net proceeds from HVII’s initial public offering and the sale of the private placement units (excluding $1,843,218), $182,400,000,

will be available to complete HVII’s initial business combination and pay related fees and expenses (after taking into account

the $7,600,000 of deferred underwriting commissions being held in the trust account).

This lack of diversification may negatively impact HVII’s operating results and profitability.

the net proceeds from HVII’s initial public offering and the sale of the private placement units, $182,400,000 was available to

complete HVII’s initial business combination and pay related fees and expenses (after taking into account the $7,600,000 of deferred

underwriting commissions being held in the trust account) immediately following the closing of HVII’s initial public offering.

may effectuate its initial business combination with a single target business or multiple target businesses simultaneously or within

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had been operated on a combined basis.

By completing its initial business combination with only a single entity, HVII’s lack of

diversification may subject it to numerous economic, competitive and regulatory developments.

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dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes

upon the development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject HVII to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

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combination with a company that is not as profitable as it suspected, if at all.

its initial business combination, substantially all of HVII’s assets may be located in a foreign country and substantially all

of its revenue will be derived from its operations in such country.

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to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which it operates.

economic, political and social conditions, as well as government policies, of the country in which HVII’s operations are located

could affect its business.

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may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than

expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could

materially and adversely affect HVII’s ability to find an attractive target business with which to consummate its initial business

combination and if it effects its initial business combination, the ability of that target business to become profitable.

rate fluctuations and currency policies may cause a target business’

ability to succeed in the international markets to be diminished.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event HVII acquires a non-U.S.

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of its net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

of the currencies in HVII’s target regions fluctuate and are affected by, among other things, changes in political and economic

Any change in the relative value of such currency against HVII’s reporting currency may affect the attractiveness of

of the currencies in HVII’s target regions fluctuate and are affected by, among other things, changes in political and economic

Any change in the relative value of such currency against HVII’s reporting currency may affect the attractiveness of

any target business or, following consummation of its initial business combination, its financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation of HVII’s initial business combination,

the cost of a target business as measured in dollars will increase, which may make it less likely that HVII is able to consummate such

would be subject to a second level of U.S.

federal income tax on a portion of HVII’s income if it is determined to be a personal

holding company (a “PHC”) for U.S.

federal income tax on a portion of HVII’s income if it is determined to be a personal

holding company (a “PHC”) for U.S.

federal income tax purposes.

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are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii)

at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S.

federal income tax purposes, for such

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In response to the ongoing Russia-Ukraine conflict, the

North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,

the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

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from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could

adversely affect HVII’s search for an initial business combination and any target business with which HVII may ultimately consummate

an initial business combination.

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described in this section.

If these disruptions or other matters of global concern continue for an extensive period of time, HVII’s

ability to consummate an initial business combination, or the operations of a target business with which HVII may ultimately consummate

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to complete its initial business combination.

Relating to HVII’s Sponsor and Management Team

nominal purchase price paid by HVII’s sponsor for the founder shares may result in significant dilution to the implied value of

public shares upon the consummation of HVII’s initial business combination.

Relating to HVII’s Sponsor and Management Team

nominal purchase price paid by HVII’s sponsor for the founder shares may result in significant dilution to the implied value of

public shares upon the consummation of HVII’s initial business combination.

offered its units at an offering price of $10.00 per unit and the amount in its trust account is $10.00 per public share, implying an

initial value of $10.00 per public share.

However, prior to HVII’s initial public offering, HVII’s sponsor paid a nominal

aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share.

As a result, the value of public shares

may be significantly diluted upon the consummation of HVII’s initial business combination, when the founder shares are converted

into public shares.

For example, the following table shows the dilutive effect of the founder shares on the implied value of the public

shares upon the consummation of HVII’s initial business combination assuming that HVII’s equity value at that time is $190,000,000,

which is the amount HVII would have for its initial business combination in the trust account assuming no interest is earned on the funds

held in the trust account, and no public shares are redeemed in connection with HVII’s initial business combination, and without

taking into account any other potential impacts on HVII’s valuation at such time, such as the trading price of HVII’s public

held in the trust account, and no public shares are redeemed in connection with HVII’s initial business combination, and without

taking into account any other potential impacts on HVII’s valuation at such time, such as the trading price of HVII’s public

shares, the business combination transaction costs (including payment of $7,600,000 of deferred underwriting commissions), any equity

issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets,

liabilities, management and prospects, as well as the value of HVII’s public and private placement units.

issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets,

liabilities, management and prospects, as well as the value of HVII’s public and private placement units.

At such valuation, each

of HVII’s ordinary shares would have an implied value of $6.91 per share upon consummation of HVII’s initial business combination,

which is a 30.9% decrease as compared to the initial implied value per public share of $10.00.

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Implied value per share after initial business combination

value of the founder shares following completion of HVII’s initial business combination is likely to be substantially higher than

the nominal price paid for them, even if the trading price of HVII’s ordinary shares at such time is substantially less than $10.00

value of the founder shares following completion of HVII’s initial business combination is likely to be substantially higher than

the nominal price paid for them, even if the trading price of HVII’s ordinary shares at such time is substantially less than $10.00

sponsor has invested an aggregate of $5,025,000, comprised of the $25,000 purchase price for the founder shares and the $5,000,000 purchase

price for the private placement units.

Assuming a trading price of $10.00 per share upon consummation of HVII’s initial business

combination, the 6,708,333 founder shares would have an aggregate implied value of $ 67,083,330.

Even if the trading price of HVII’s

ordinary shares were as low as approximately $0.75 per share, and the private placement units are worthless, the value of the founder

shares would be equal to the sponsor’s initial investment in HVII.

As a result, HVII’s sponsor is likely to be able to make

a substantial profit on its investment in HVII at a time when HVII’s public shares have lost significant value.

Accordingly, HVII’s

management team, which owns interests in HVII’s sponsor, may be more willing to pursue a business combination with a riskier or

less-established target business than would be the case if HVII’s sponsor had paid the same per share price for the founder shares

as HVII’s public shareholders paid for their public shares.

shares would be equal to the sponsor’s initial investment in HVII.

As a result, HVII’s sponsor is likely to be able to make

a substantial profit on its investment in HVII at a time when HVII’s public shares have lost significant value.

Accordingly, HVII’s

management team, which owns interests in HVII’s sponsor, may be more willing to pursue a business combination with a riskier or

less-established target business than would be the case if HVII’s sponsor had paid the same per share price for the founder shares

as HVII’s public shareholders paid for their public shares.

ability to successfully effect its initial business combination and to be successful thereafter will be totally dependent upon the efforts

of HVII’s key personnel, some of whom may join HVII following its initial business combination.

The loss of key personnel could

negatively impact the operations and profitability of HVII’s post-combination business.

ability to successfully effect its initial business combination is dependent upon the efforts of HVII’s key personnel.

of HVII’s key personnel in the target business, however, cannot presently be ascertained.

Although some of HVII’s key personnel

may remain with the target business in senior management or advisory positions following HVII’s initial business combination, it

negatively impact the operations and profitability of HVII’s post-combination business.

ability to successfully effect its initial business combination is dependent upon the efforts of HVII’s key personnel.

of HVII’s key personnel in the target business, however, cannot presently be ascertained.

Although some of HVII’s key personnel

may remain with the target business in senior management or advisory positions following HVII’s initial business combination, it

is likely that some or all of the management of the target business will remain in place.

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In addition, the officers and directors

of an initial business combination candidate may resign upon completion of HVII’s initial business combination.

The departure of

an initial business combination target’s key personnel could negatively impact the operations and profitability of HVII’s

post-combination business.

The role of an initial business combination candidate’s key personnel upon the completion of HVII’s

initial business combination cannot be ascertained at this time.

Although HVII contemplates that certain members of an initial business

combination candidate’s management team will remain associated with the initial business combination candidate following HVII’s

initial business combination, it is possible that members of the management of an initial business combination candidate will not wish

to remain in place.

The loss of key personnel could negatively impact the operations and profitability of HVII’s post-combination

is dependent upon its executive officers and directors and their departure, or a reduction in the amount of time they can dedicate to

HVII’s initial business combination, could adversely affect HVII’s ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors.

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its initial business combination.

In addition, HVII’s officers and directors are not required to commit any specified amount of

time to HVII’s affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities,

In addition, HVII’s officers and directors are not required to commit any specified amount of

time to HVII’s affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities,

including identifying potential business combinations and monitoring the related due diligence.

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independent contractor agreement or service provider agreement with or key-man insurance on the life of, any of its directors or executive

The unexpected loss of the services of one or more of HVII’s directors or executive officers could have a detrimental

effect on HVII.

HVII’s sponsor, officers and directors will lose their entire investment in HVII if its initial business combination is not completed,

a conflict of interest may arise in determining whether a particular business combination target is appropriate for HVII’s initial

HVII’s sponsor, officers and directors will lose their entire investment in HVII if its initial business combination is not completed,

a conflict of interest may arise in determining whether a particular business combination target is appropriate for HVII’s initial

business combination.

sponsor owns 6,708,333 founder shares (as of March 28, 2025).

sponsor owns 6,708,333 founder shares.

The number of founder shares issued was determined based on the expectation

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The founder shares will be worthless if HVII does not complete an initial business combination.

HVII’s sponsor purchased 500,000

private placement units at a price of $10.00 per private placement unit ($5,000,000 in the aggregate).

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The personal and financial interests

of HVII’s officers and directors may influence their motivation in identifying and selecting a target business combination, completing

an initial business combination and influencing the operation of the business following the initial business combination.

officers and directors will allocate some of their time to other businesses, thereby causing conflicts of interest in their determination

as to how much time to devote to HVII’s affairs.

This conflict of interest could have a negative impact on HVII’s ability

as to how much time to devote to HVII’s affairs.

This conflict of interest could have a negative impact on HVII’s ability

to complete its initial business combination.

officers and directors are not required to, and will not, commit their full time to HVII’s affairs, which may result in a conflict

of interest in allocating their time between HVII’s operations and HVII’s search for an initial business combination and

officers and directors are not required to, and will not, commit their full time to HVII’s affairs, which may result in a conflict

of interest in allocating their time between HVII’s operations and HVII’s search for an initial business combination and

their other businesses.

HVII does not intend to have any employees prior to the completion of its initial business combination.

of HVII’s officers is engaged in other business endeavors for which he may be entitled to substantial compensation and HVII’s

officers are not obligated to contribute any specific number of hours per week to HVII’s affairs.

HVII’s independent directors

of HVII’s officers is engaged in other business endeavors for which he may be entitled to substantial compensation and HVII’s

officers are not obligated to contribute any specific number of hours per week to HVII’s affairs.

HVII’s independent directors

may also serve as officers or board members for other entities.

If HVII’s officers’

and directors’

other business affairs

If HVII’s officers’ and directors’ other business affairs

require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their

ability to devote time to HVII’s affairs which may have a negative impact on HVII’s ability to complete its initial business

For a complete discussion of HVII’s officers’

and directors’

other business affairs, please see the section

of this Report entitled “

Directors, Executive Officers and Corporate Governance.

of HVII’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

ability to devote time to HVII’s affairs which may have a negative impact on HVII’s ability to complete its initial business

For a complete discussion of HVII’s officers’ and directors’ other business affairs, please see the section

of this Report entitled “ Directors, Executive Officers and Corporate Governance.

of HVII’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by HVII and, accordingly, may have conflicts of interest in allocating their time

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HVII consummates its initial business combination, HVII intends to engage in the business of identifying and combining with one or more

HVII’s sponsor and its affiliates and HVII’s officers and directors are, and may in the future become, affiliated

with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other SPACs before

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entities to which they owe certain fiduciary or contractual duties.

addition, HVII’s management team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities

that may have acquisition objectives that are similar to HVII’s.

addition, HVII’s management team and sponsor are, and/or may in the future become affiliated with other SPACs or other entities

that may have acquisition objectives that are similar to HVII’s.

Such entities may compete with HVII for acquisition opportunities.

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Subject to their fiduciary

duties under Cayman Islands law, none of the members of HVII’s management team who are also employed by HVII’s sponsor or

its affiliates have any obligation to present HVII with any opportunity for a potential business combination of which they become aware.

HVII’s management team and sponsor are also not prohibited from sponsoring, investing or otherwise becoming involved with, any

other SPACs, including in connection with their initial business combinations, prior to HVII completing its initial business combination.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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

its presentation to HVII.

HVII’s amended and restated memorandum and articles of association provide that to the fullest extent

permitted by applicable law:

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or matter which may be a corporate opportunity for any director or officer on the one hand, and HVII, on the other.

a complete discussion of HVII’s officers’

and directors’

business affiliations and the potential conflicts of interest

that investors should be aware of, please see the sections of this Report entitled “

Directors, Executive Officers and Corporate

Governance ”

Certain Relationships and Related Party Transactions, and Director Independence.

a complete discussion of HVII’s officers’ and directors’ business affiliations and the potential conflicts of interest

that investors should be aware of, please see the sections of this Report entitled “ Directors, Executive Officers and Corporate

Governance ” and “ Certain Relationships and Related Party Transactions, and Director Independence.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with its

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with members of its management team, its sponsor or existing holders, which may raise potential conflicts of interest.

light of the involvement of HVII’s sponsor and its affiliates, its management team, on the one hand, with other entities, on the

other hand, HVII may decide to acquire one or more businesses affiliated with its sponsor and its affiliates, its management team.

directors and officers also serve as officers and board members for other entities, including, without limitation, those described under

the section of HVII’s registration filed in connection with its initial public offering entitled “Management —

of Interest.”

Such entities may compete with HVII for business combination opportunities.

HVII’s sponsor and management team

are not currently aware of any specific opportunities for HVII to complete its initial business combination with any entities with which

they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity or

Although HVII will not be specifically focusing on, or targeting, any transaction with any affiliated entities, it would pursue

such a transaction if it determined that such affiliated entity met its criteria for an initial business combination as set forth in

the section of this Report entitled “

Business —

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

Combination ”

and such transaction was approved by a majority of its disinterested directors.

Despite HVII’s agreement

to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions,

regarding the fairness to its shareholders from a financial point of view of an initial business combination with one or more businesses

affiliated with its sponsor, management team or existing holders, potential conflicts of interest still may exist and, as a result, the

terms of the initial business combination may not be as advantageous to its public shareholders as they would be absent any conflicts

the section of HVII’s registration filed in connection with its initial public offering entitled “ Management — Conflicts

of Interest .” Such entities may compete with HVII for business combination opportunities.

HVII’s sponsor and management

team are not currently aware of any specific opportunities for HVII to complete its initial business combination with any entities with

which they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity

Although HVII will not be specifically focusing on, or targeting, any transaction with any affiliated entities, it would

pursue such a transaction if it determined that such affiliated entity met its criteria for an initial business combination as set forth

in the section of this Report entitled “ Business — Selection of a Target Business and Structuring of HVII’s Initial

Business Combination ” and such transaction was approved by a majority of its disinterested directors.

Despite HVII’s

agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions, regarding the fairness to its shareholders from a financial point of view of an initial business combination with one or more

businesses affiliated with its sponsor, management team or existing holders, potential conflicts of interest still may exist and, as

a result, the terms of the initial business combination may not be as advantageous to its public shareholders as they would be absent

any conflicts of interest.

management may not be able to maintain control of a target business after its initial business combination.

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Even if the post-transaction company owns 50% or more of the voting securities

of the target, HVII’s shareholders prior to the initial business combination may collectively own a minority interest in the post-business

combination company, depending on valuations ascribed to the target and HVII in the initial business combination.

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However, as a result

of the issuance of a substantial number of new ordinary shares, HVII’s shareholders immediately prior to such transaction could

own less than a majority of its outstanding ordinary shares subsequent to such transaction.

In addition, other minority shareholders

may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than

HVII initially acquired.

Accordingly, this may make it more likely that HVII’s management will not be able to maintain its control

of the target business.

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skills, qualifications or abilities necessary to profitably operate such business

of HVII’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings

or governmental investigations unrelated to HVII’s business.

of HVII’s management team have been (and intend to be) involved in a wide variety of businesses.

of HVII’s management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings

or governmental investigations unrelated to HVII’s business.

of HVII’s management team have been (and intend to be) involved in a wide variety of businesses.

Such involvement has, and may

lead to, media coverage and public awareness.

As a result of such involvement, members of HVII’s management team and companies

affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to

HVII’s business.

Any such proceedings or investigations may be detrimental to HVII’s or their reputation or result in other

negative consequences or damages, which could negatively affect HVII’s ability to identify and complete an initial business combination

HVII’s business.

Any such proceedings or investigations may be detrimental to HVII’s or their reputation or result in other

negative consequences or damages, which could negatively affect HVII’s ability to identify and complete an initial business combination

and may have an adverse effect on the price of its securities.

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transfer founder shares and private placement shares or membership interests in its sponsor in a transaction in which the sponsor removes

itself as HVII’s sponsor before identifying a business combination, which may deprive HVII of key personnel.

there is no current intention to do so, and the members of HVII’s management team and sponsor have not done so with any of their

itself as HVII’s sponsor before identifying a business combination, which may deprive HVII of key personnel.

there is no current intention to do so, and the members of HVII’s management team and sponsor have not done so with any of their

respective previously formed SPACs, HVII may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly,

or members of its sponsor to indirectly, transfer founder shares and private placement shares or membership interests in its sponsor

in a transaction in which the sponsor removes itself as HVII’s sponsor before identifying a business combination.

there is a risk that HVII’s sponsor and its officers and directors may divest their ownership or economic interests in HVII or

in its sponsor, which would likely result in HVII’s loss of certain key personnel, including Daniel J.

in a transaction in which the sponsor removes itself as HVII’s sponsor before identifying a business combination.

there is a risk that HVII’s sponsor and its officers and directors may divest their ownership or economic interests in HVII or

in its sponsor, which would likely result in HVII’s loss of certain key personnel, including Daniel J.

Hennessy, Thomas D.

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target for HVII, or, even if one is so identified, successfully complete such business combination.

Relating to HVII’s Securities

HVII is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements

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HVII is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

● restrictions

on the nature of its investments;

● restrictions

on the issuance of securities, each of which may make it difficult for HVII to complete its

initial business combination.

on the issuance of securities, each of which may make it difficult for HVII to complete its initial business combination.

addition, HVII may have imposed upon it burdensome requirements, including:

● registration

as an investment company;

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ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities

do not include investing, reinvesting, owning, holding or trading “investment securities”

constituting more than 40% of its

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its

total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

HVII’s business will be to identify

and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

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or assets or to be a passive investor.

SEC recently provided guidance that the determination of whether a SPAC, like HVII, is an “investment company”

SEC recently provided guidance that the determination of whether a SPAC, like HVII, is an “investment company” under the

Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors,

including a special purpose acquisition company’s duration, asset composition, business purpose and activities, and “is a

question of facts and circumstances”

requiring individualized analysis.

including a special purpose acquisition company’s duration, asset composition, business purpose and activities, and “is a

question of facts and circumstances” requiring individualized analysis.

When applying these factors to HVII, it does not believe

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In addition, the proceeds held in the trust account may only

be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act

be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act

having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

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plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a

merchant bank or private equity fund), HVII intends to avoid being deemed an “investment company”

within the meaning of the

merchant bank or private equity fund), HVII intends to avoid being deemed an “investment company” within the meaning of the

Investment Company Act.

Investing in HVII’s securities is not intended for persons who are seeking a return on investments in government

securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest to occur of:

the completion of HVII’s initial business combination;

(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

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 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;

with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent

an initial business combination within the completion window, HVII’s return of the funds held in the trust account to its public

shareholders as part of its redemption of the public shares.

under the subjective test of an “investment company”

pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if

under the subjective test of an “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if

the funds deposited in the trust account were invested in the assets discussed above, there is a risk that HVII could be deemed an investment

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initial business combination and instead liquidate the company.

As a result, HVII’s public shareholders may receive only approximately

$10.00 per public share, or less in certain circumstances, on the liquidation of its trust account, would lose the investment opportunity

in a target company with which HVII may decide to consummate an initial business combination and would be unable to realize the potential

benefits of an initial business combination, including the possible appreciation of the combined company’s securities.

under these circumstances, HVII’s public share rights would expire worthless.

benefits of an initial business combination, including the possible appreciation of the combined company’s securities.

under these circumstances, HVII’s public share rights would expire worthless.

is aware of litigation against certain SPACs asserting that, notwithstanding the foregoing, those SPACs should be considered investment

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company and thus be subject to the Investment Company Act.

If HVII’s circumstances change over time, it will update its disclosure

to reflect how such changes impact the risk that it may be considered to be operating as an unregistered investment company.

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instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash

or an interest-bearing account until the earlier of the consummation of HVII’s initial business combination or its liquidation.

As a result, following the liquidation of securities in the trust account, HVII would likely receive minimal interest, if any, on the

funds held in the trust account, which would reduce the dollar amount HVII’s public shareholders would receive upon any redemption

or liquidation of the Company.

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under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, HVII may, at any time, and it expects that it will, on or prior to the 24-month anniversary of the closing date of HVII’s

initial public offering, instruct Odyssey Transfer and Trust Company, the trustee with respect to the trust account, to liquidate the

government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account

in cash or an interest-bearing account until the earlier of consummation of HVII’s initial business combination or liquidation

of the Company.

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As a result, any decision to liquidate the securities held in the trust account and thereafter to

hold all funds in the trust account in cash or an interest-bearing account would reduce the dollar amount HVII’s public shareholders

would receive upon any redemption or liquidation of the Company.

addition, even prior to the 24-month anniversary of the closing date of HVII’s initial public offering, HVII may be deemed to be

an investment company.

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and instead hold all funds in the trust account in cash or an interest-bearing account, which would further reduce the dollar amount

HVII’s public shareholders would receive upon any redemption or liquidation of the Company.

HVII seeks shareholder approval of its initial business combination and it does not conduct redemptions pursuant to the tender offer

rules, and if a shareholder or a “group”

of shareholders are deemed to hold in excess of 15% of HVII’s Class A ordinary

shares, the shareholder will lose the ability to redeem all such shares in excess of 15% of HVII’s Class A ordinary shares.

rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of HVII’s Class A ordinary

shares, the shareholder will lose the ability to redeem all such shares in excess of 15% of HVII’s Class A ordinary shares.

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

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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 without HVII’s prior consent, which

are referred to as the “Excess Shares.”

However, HVII would not be restricting its shareholders’

ability to vote all

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 without HVII’s prior consent, which

are referred to as the “Excess Shares.” However, HVII would not be restricting its shareholders’ ability to vote all

of their shares (including Excess Shares) for or against its initial business combination.

The inability to redeem the Excess Shares

will reduce the shareholder’s influence over HVII’s ability to complete its initial business combination and the shareholder

could suffer a material loss on their investment in HVII if they sell Excess Shares in open market transactions.

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shares at such time.

Any such issuances of equity securities could dilute the interests of HVII’s existing shareholders.

may delist HVII’s securities from trading on its exchange, which could limit investors’

ability to make transactions in HVII’s

Any such issuances of equity securities could dilute the interests of HVII’s existing shareholders.

may delist HVII’s securities from trading on its exchange, which could limit investors’ ability to make transactions in HVII’s

securities and subject HVII to additional trading restrictions.

units, Class A ordinary shares and share rights are listed on Nasdaq.

HVII cannot assure investors that its securities will continue

to be listed on Nasdaq in the future or prior to HVII’s initial business combination.

In order to continue listing HVII’s

securities on Nasdaq prior to its initial business combination, HVII must maintain certain financial, distribution and share price levels.

Generally, HVII must maintain a minimum market value of listed securities (generally $50,000,000), a minimum number of publicly held

shares with a minimum market value (generally 1.1 million publicly held shares with a minimum of $15 million market value), a minimum

bid price (generally $1.00 per share) and a minimum number of holders of its securities (generally 400 public holders).

Additionally,

in connection with its initial business combination, HVII will be required to demonstrate compliance with Nasdaq’s initial listing

requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing

of its securities on Nasdaq.

For instance, HVII’s share price would generally be required to be at least $4.00 per share, the market

value of its listed securities would generally be required to be at least $75 million, the number of unrestricted publicly held shares

must be at least 1.1 million with an aggregate market value of at least $20 million and HVII would be required to have a minimum of 400

round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of its securities.

There is no assurance that HVII will be able to meet those initial listing requirements at that time.

In addition, if HVII’s securities are delisted from Nasdaq, they

will cease to be recognized as “covered securities” under the National Securities Markets Improvement Act of 1996.

units, Class A ordinary shares and share rights are currently listed on Nasdaq.

HVII cannot assure investors that its securities will

continue to be listed on Nasdaq in the future or prior to HVII’s initial business combination, and if HVII is delisted from Nasdaq,

it may harm HVII’s ability to complete an initial business combination or an alternative initial business combination, as HVII

may no longer be attractive as a merger partner if it is no longer listed on Nasdaq or another national securities exchange.

to continue listing HVII’s securities on Nasdaq prior to its initial business combination, HVII must maintain certain financial,

distribution and share price levels.

Generally, HVII must maintain a minimum market value of listed securities (generally $50,000,000),

a minimum number of publicly held shares with a minimum market value (generally 1.1 million publicly held shares with a minimum of $15

million market value), a minimum bid price (generally $1.00 per share) and a minimum number of holders of its securities (generally 400

public holders).

Additionally, in connection with HVII’s initial business combination, HVII will be required to demonstrate compliance

with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order

to continue to maintain the listing of its securities on Nasdaq.

For instance, to list on the Nasdaq Global Market, the public share

price would generally be required to be at least $4.00 per share, the market value of its listed securities would generally be required

to be at least $75 million, the number of unrestricted publicly held shares must be at least 1.1 million with an aggregate market value

of at least $20 million and HVII would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders

holding securities with a market value of at least $2,500) of its securities.

There is no assurance that HVII will be able to meet those

initial listing requirements at that time.

Additionally,

HVII’s units will not be traded after completion of its initial business combination and, in connection with its initial business

combination, HVII will be required to demonstrate compliance with Nasdaq initial listing requirements, which are more rigorous than Nasdaq

continued listing requirements, in order to continue to maintain the listing of its securities on Nasdaq.

instance, in order for HVII’s shares to be listed upon the consummation of its business combination, at such time HVII’s

share price would generally be required to be at least $4.00 per share, HVII’s total market capitalization would be required to

be at least $200.0 million, the aggregate market value of publicly held shares would be required to be at least $100.0 million and HVII

would be required to have at least 400 round lot shareholders.

There is no assurance that HVII will be able to meet those listing requirements

at that time.

Nasdaq delists HVII’s securities from trading on its exchange and HVII is not able to list its securities on another national securities

exchange, it is expected that HVII’s securities could be quoted on an over-the-counter market.

HVII’s units and share rights will not be traded after completion of HVII’s initial business combination.

Nasdaq delists HVII’s securities from trading on its exchange and HVII is not able to list its securities on another national securities

exchange, it is expected that HVII’s securities could be quoted on an over-the-counter market.

If this were to occur, HVII could

face significant material adverse consequences, including:

limited availability of market quotations for HVII’s securities;

liquidity for HVII’s securities;

determination that HVII’s Class A ordinary shares are “penny stock”

will require brokers trading in HVII’s Class A ordinary shares to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading

market for HVII’s securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

a limited availability of market quotations for HVII’s securities;

reduced liquidity for HVII’s securities;

a determination that Class A ordinary shares are “penny stock” which will require brokers trading in Class A ordinary

shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market

for HVII’s securities;

institutional investors losing interest in HVII securities:

making HVII a less attractive acquisition vehicle to a target business in connection with an initial business

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.”

Because HVII’s units, Class A ordinary shares

and share rights are listed on Nasdaq, HVII’s securities are covered securities.

sale of certain securities, which are referred to as “covered securities.” Because HVII’s units, Class A ordinary shares

and share rights are listed on Nasdaq, HVII’s securities are covered securities.

Although the states are preempted from regulating

the sale of HVII’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,

the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,

and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular

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with its initial business combination.

grant of registration rights to HVII’s initial shareholders may make it more difficult to complete its initial business combination,

and the future exercise of such rights may adversely affect the market price of HVII’s Class A ordinary shares.

to an agreement to be entered into concurrently with the issuance and sale of the securities in HVII’s initial pubic offering,

HVII’s initial shareholders and their permitted transferees can demand that HVII register the private placement units and the Class

grant of registration rights to HVII’s initial shareholders may make it more difficult to complete its initial business combination,

and the future exercise of such rights may adversely affect the market price of HVII’s Class A ordinary shares.

to an agreement to be entered into concurrently with the issuance and sale of the securities in HVII’s initial public offering,

HVII’s initial shareholders and their permitted transferees can demand that HVII register the private placement units and the Class

A ordinary shares underlying such private placement units and the private placement rights included in such private placement units,

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The registration and availability of such a

significant number of securities for trading in the public market may have an adverse effect on the market price of HVII’s Class

A ordinary shares.

In addition, the existence of the registration rights may make HVII’s initial business combination more costly

or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined

entity or ask for more cash consideration to offset the negative impact on the market price of HVII’s Class A ordinary shares that

is expected when the securities owned by HVII’s initial shareholders or holders of working capital loans or their respective permitted

entity or ask for more cash consideration to offset the negative impact on the market price of HVII’s Class A ordinary shares that

is expected when the securities owned by HVII’s initial shareholders or holders of working capital loans or their respective permitted

transferees are registered.

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Any such issuances would dilute the interest

of HVII’s shareholders and likely present other risks.

amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par

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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

combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial

business combination activity, unless HVII provides its public shareholders with the opportunity to redeem their ordinary shares upon

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issuance of additional ordinary shares or preference shares:

significantly dilute the equity interest of investors in the initial public offering, which

dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted

in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion

of the Class B ordinary shares;

subordinate the rights of holders of ordinary shares if preference shares are issued with

rights senior to those afforded HVII’s ordinary shares;

cause a change of control if a substantial number of HVII’s ordinary shares are issued,

which may affect, among other things, HVII’s ability to use its net operating loss

carry forwards, if any, and could result in the resignation or removal of its present officers

and directors;

have the effect of delaying or preventing a change of control of HVII by diluting the share

ownership or voting rights of a person seeking to obtain control of HVII;

adversely affect prevailing market prices for HVII’s units, Class A ordinary shares

and/or share rights.

of HVII’s founder shares will control the appointment of its board of directors until consummation of its initial business combination

significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution

provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis

upon conversion of the Class B ordinary shares;

subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded HVII’s

ordinary shares;

cause a change of control if a substantial number of HVII’s ordinary shares are issued, which may affect, among other things,

HVII’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of its

present officers and directors;

have the effect of delaying or preventing a change of control of HVII by diluting the share ownership or voting rights of a person

seeking to obtain control of HVII;

adversely affect prevailing market prices for HVII’s units, Class A ordinary shares and/or share rights.

of HVII’s founder shares will control the appointment of its board of directors until consummation of its initial business combination

and will hold a substantial interest in HVII.

As a result, they will appoint all of HVII’s directors prior to its initial business

combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that investors do not

initial shareholders beneficially own 26.3% of its issued and outstanding ordinary shares (excluding the private placement shares).

addition, prior to its initial business combination, holders of the founder shares will have the right to appoint all of HVII’s

directors and may remove members of the board of directors for any reason.

Holders of HVII’s public shares will have no right to

vote on the appointment of directors during such time.

These provisions of its amended and restated memorandum and articles of association

may only be amended by a special resolution passed by at least 90% of holders of HVII’s ordinary shares who, being eligible, attend

(in person or by proxy) and vote at a general meeting of the company.

As a result, investors will not have any influence over the appointment

of directors prior to HVII’s initial business combination.

HVII’s initial shareholders nor, to HVII’s knowledge, any of its directors or officers, have any current intention to purchase

of directors prior to HVII’s initial business combination.

HVII’s initial shareholders nor, to HVII’s knowledge, any of its directors or officers, have any current intention to purchase

additional securities, other than as disclosed in this Report.

Factors that would be considered in making such additional purchases would

include consideration of the current trading price of HVII’s Class A ordinary shares.

In addition, as a result of their substantial

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approval of major corporate transactions.

If HVII’s initial shareholders purchase any Class A ordinary shares in the aftermarket

or in privately negotiated transactions, this would increase their influence over these actions.

addition, HVII’s board of directors, whose members were appointed by Sponsor, is and will be divided into three classes, each of

which will generally serve for a term of three years with only one class of directors being appointed in each year.

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If there is an annual general

meeting, as a consequence of HVII’s “staggered”

board of directors, only a minority of the board of directors will

be considered for appointment and HVII’s sponsor, because of their ownership position and control of Sponsor, will control the

outcome, as only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment of directors and to remove

meeting, as a consequence of HVII’s “staggered” board of directors, only a minority of the board of directors will

be considered for appointment and HVII’s sponsor, because of their ownership position and control of Sponsor, will control the

outcome, as only holders of HVII’s Class B ordinary shares will have the right to vote on the appointment of directors and to remove

directors prior to its initial business combination.

holders of HVII’s founder shares will exert significant influence over actions requiring a shareholder vote at least until the

completion of its initial business combination.

many other similarly structured SPACs, HVII’s initial shareholders will receive additional Class A ordinary shares if HVII issues

shares to consummate an initial business combination.

founder shares will automatically convert into Class A ordinary shares at the time of HVII’s initial business combination, or at

any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold

in HVII’s initial public offering and related to the closing of HVII’s initial business combination, the ratio at which Class

B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class

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of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

24% of the total number of all ordinary shares outstanding upon completion of HVII’s initial public offering plus all Class A ordinary

shares and equity-linked securities issued or deemed issued in connection with HVII’s initial business combination (excluding any

25% of the total number of all ordinary shares outstanding upon completion of HVII’s initial public offering plus all Class A ordinary

shares and equity-linked securities issued or deemed issued in connection with HVII’s initial business combination (excluding any

shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent

units issued to HVII’s sponsor or its affiliates upon conversion of loans made to HVII).

This is different from some other similarly

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The foregoing may make it more difficult and expensive for HVII to consummate an initial business combination.

Further, HVII’s

public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary

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As a result, the exercise price of share rights could be increased, the

exercise period could be shortened and the number of HVII’s Class A ordinary shares purchasable upon exercise of a share right

could be decreased, all without the approval of the holders.

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for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the share right agreement

to the description of the terms of the share rights and the share right agreement attached as an exhibit to HVII’s registration

statement filed in connection with its initial public offering, or defective provision or (ii) adding or changing any provisions with

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with respect to the private placement units, a majority of the number of then outstanding private placement units.

Although HVII’s

ability to amend the terms of the public share rights with the consent of at least a majority of then outstanding public share rights

is unlimited, examples of such amendments could be amendments to, among other things, convert the share rights into cash or another security,

shorten the exercise period or decrease the number of HVII’s Class A ordinary shares exchangeable upon conversion of a share right.

share right agreement designates the courts of the State of New York or the United States District Court for the Southern District of

New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of HVII’s

share rights, which could limit the ability of share right holders to obtain a favorable judicial forum for disputes with HVII.

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the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of HVII’s share rights shall be deemed to have

notice of and to have consented to the forum provisions in HVII’s share right agreement.

Any person or entity purchasing or otherwise acquiring any interest in any of HVII’s share rights shall be deemed to have

notice of and to have consented to the forum provisions in HVII’s share right agreement.

If any action, the subject matter of which

is within the scope the forum provisions of the share right agreement, is filed in a court other than a court of the State of New York

or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder

of HVII’s share rights, such holder shall be deemed to have consented to:

or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder

of HVII’s share rights, such holder shall be deemed to have consented to:

(A) the personal jurisdiction of the state and federal

courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement

action”), and (B) having service of process made upon such share right holder in any such enforcement action by service upon such

share right holder’s counsel in the foreign action as agent for such share right holder.

choice-of-forum provision may limit a share right holder’s ability to bring a claim in a judicial forum that it finds favorable

courts located within the State of New York or the United States District Court for the Southern District of New York in connection with

any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (B) having service of

process made upon such share right holder in any such enforcement action by service upon such share right holder’s counsel in the

foreign action as agent for such share right holder.

choice-of-forum provision may limit a share right holder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with HVII, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of HVII’s share

right agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, HVII may

incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect HVII’s

business, financial condition and results of operations and result in a diversion of the time and resources of HVII’s management

incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect HVII’s

business, financial condition and results of operations and result in a diversion of the time and resources of HVII’s management

and board of directors.

each unit contains one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of HVII’s initial

business combination, and only whole shares will be issued in exchange for share rights, the units may be worth less than units of other

in cases where HVII is not the surviving company in a business combination, each holder of a share right will automatically receive one-twelfth

(1/12) of one Class A ordinary share upon consummation of HVII’s initial business combination.

In the event HVII will not be the

surviving company upon completion of HVII’s initial business combination, each holder of a share right will be required to affirmatively

convert its share rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each share right upon consummation

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rights and the share rights will expire worthless.

determination of the offering price of HVII’s units and the size of its initial public offering is more arbitrary than the pricing

of securities and size of an offering of an operating company in a particular industry.

Investors may have less assurance, therefore,

that the offering price of HVII’s units properly reflects the value of such units than they would have in a typical offering of

an operating company.

to HVII’s initial public offering, there was no public market for any of HVII’s securities.

The public offering price of

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In determining the

size of HVII’s initial public offering, management held customary organizational meetings with representatives of the underwriters,

both prior to HVII’s inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters

believed they reasonably could raise on HVII’s behalf.

Factors considered in determining the size of HVII’s offering, prices

size of HVII’s initial public offering, management held customary organizational meetings with representatives of the underwriters,

both prior to HVII’s inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters

believed they reasonably could raise on HVII’s behalf.

Factors considered in determining the size of HVII’s offering, prices

and terms of the units, including the Class A ordinary shares and share rights underlying the units, include:

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offerings of those companies;

● HVII’s

prospects for acquiring an operating business;

● HVII’s

capital structure;

assessment of HVII’s management and their experience in identifying operating companies;

conditions of the securities markets at the time of HVII’s initial public offering;

assessment of HVII’s management and their experience in identifying operating companies;

conditions of the securities markets at the time of HVII’s initial public offering;

factors as were deemed relevant.

these factors were considered, the determination of HVII’s offering price is more arbitrary than the pricing of securities of an

operating company in a particular industry since HVII has no historical operations or financial results.

market for HVII’s securities may not develop, which would adversely affect the liquidity and price of HVII’s securities.

price of HVII’s securities may vary significantly due to one or more potential business combinations and general market or economic

Furthermore, an active trading market for HVII’s securities may never develop or, if developed, it may not be sustained.

market for HVII’s securities may not develop, which would adversely affect the liquidity and price of HVII’s securities.

price of HVII’s securities may vary significantly due to one or more potential business combinations and general market or economic

Furthermore, an active trading market for HVII’s securities may never develop or, if developed, it may not be sustained.

Investors may be unable to sell their securities unless a market can be established and sustained.

in HVII’s amended and restated memorandum and articles of association may inhibit a takeover of HVII, which could limit the price

investors might be willing to pay in the future for HVII’s Class A ordinary shares and could entrench management.

in HVII’s amended and restated memorandum and articles of association may inhibit a takeover of HVII, which could limit the price

investors might be willing to pay in the future for HVII’s Class A ordinary shares and could entrench management.

amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that

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the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for HVII’s securities.

amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums

for certain disputes between HVII and its shareholders, which could limit the shareholders’

ability to obtain a favorable judicial

for certain disputes between HVII and its shareholders, which could limit the shareholders’ ability to obtain a favorable judicial

forum for complaints against HVII or its directors, officers or employees.

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forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with

the amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding

in HVII, including but not limited to:

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the courts of the Cayman Islands as exclusive forum.

choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial

forum that it finds favorable for disputes with HVII or its directors, officers or other employees, which may discourage lawsuits against

HVII and its directors, officers and other employees.

Any person or entity purchasing or otherwise acquiring any of HVII’s shares

or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably

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There is uncertainty as to whether a court would enforce such provisions, and the enforceability

of similar choice of forum provisions in other companies’

charter documents has been challenged in legal proceedings.

of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings.

It is possible

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that may be received by public shareholders.

share rights and private placement units may have an adverse effect on the market price of HVII’s Class A ordinary shares and make

it more difficult to effectuate its initial business combination.

issued share rights that convert into 1,583,333 shares of Class A ordinary shares as part of the units offered in HVII’s initial

public offering and, simultaneously with the closing of its initial public offering, HVII issued an aggregate of 690,000 private placement

units at a price of $10.00 per unit in a private placement to HVII’s sponsor and underwriters.

In addition, if HVII’s sponsor

makes any working capital loans, up to $2,500,000 of such loans may be convertible, at the option of the lender, into private placement

units at a price of $10.00 per unit of the post business combination entity.

To the extent HVII issues Class A ordinary shares to effectuate

a business combination, the potential for the issuance of a substantial number of additional shares of Class A ordinary shares upon exercise

of these share rights and private placement rights could make HVII a less attractive acquisition vehicle to a target business.

rights would increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares

issued to complete the business combination.

Therefore, HVII’s share rights and private placement rights may make it more difficult

to effectuate a business combination or increase the cost of acquiring the target business.

issued share rights that convert into up to 1,583,333 shares of Class A ordinary shares as part of the units offered in HVII’s

initial public offering and, simultaneously with the closing of its initial public offering, HVII issued an aggregate of 690,000 private

placement units at a price of $10.00 per unit in a private placement to HVII’s sponsor and underwriters.

In addition, if HVII’s

sponsor makes any working capital loans, up to $2,500,000 of such loans may be convertible, at the option of the lender, into private

placement units at a price of $10.00 per unit of the post business combination entity.

To the extent HVII issues Class A ordinary shares

to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of Class A ordinary

shares upon exercise of these share rights and private placement rights could make HVII a less attractive acquisition vehicle to a target

Such share rights would increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class

A ordinary shares issued to complete the business combination.

Therefore, HVII’s share rights and private placement rights may

make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

is subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

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regulatory measures under applicable law.

HVII’s efforts to comply with new and changing laws and regulations have resulted in

and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention

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This evolution may result in continuing uncertainty regarding compliance matters and additional costs

necessitated by ongoing revisions to HVII’s disclosure and governance practices.

If HVII fails to address and comply with these

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is a newly incorporated Cayman Islands exempted company with no operating results, and it did not commence operations until obtaining

funding through HVII’s initial public offering.

Because HVII lacks an operating history, investors have no basis upon which to

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generate any operating revenues.

performance by HVII’s management team and their respective affiliates may not be indicative of future performance of an investment

respect to the experiences of HVII’s management team and their respective affiliates, past performance is not a guarantee (i) that

HVII will be able to identify a suitable candidate for its initial business combination or (ii) of success with respect to any business

combination HVII may consummate.

Investors should not rely on the historical performance of HVII’s management team and their respective

affiliates (either individually or collectively) as indicative of HVII’s future performance of an investment in the company or

the returns the company will, or is likely to, generate going forward.

Additionally, in the course of their respective careers, members

of HVII’s management team have been involved in businesses and deals that were unsuccessful.

performance by HVII’s management team, HVII’s advisors and their respective affiliates, including investments and transactions

in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an

investment in HVII.

regarding HVII’s management team, HVII’s advisors and their respective affiliates, including investments and transactions

in which they have participated and businesses with which they have been associated, is presented for informational purposes only.

past experience and performance by HVII’s management team, HVII’s advisors and their respective affiliates and the businesses

with which they have been associated, is not a guarantee that HVII will be able to successfully identify a suitable candidate for HVII’s

initial business combination, that HVII will be able to provide positive returns to public shareholders, or of any results with respect

to any initial business combination HVII may consummate.

You should not rely on the historical experiences of HVII’s management

team, HVII’s advisors and their respective affiliates, including investments and transactions in which they have participated and

businesses with which they have been associated, as indicative of the future performance of an investment in HVII or as indicative of every

prior investment by each of the members of HVII’s management team, HVII’s advisors or their respective affiliates.

Additionally, in the course of their respective careers, members of HVII’s management team have been involved

in businesses and deals that were unsuccessful.

price of HVII securities may be influenced by numerous factors, many of which are beyond HVII’s control, and public shareholders

may experience losses on their investment in HVII securities.

may reincorporate in another jurisdiction in connection with its initial business combination and such reincorporation may result in

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may, in connection with its initial business combination and subject to requisite shareholder approval under the Companies Act (with

respect to which only holders of Class B ordinary shares will be entitled to vote prior to HVII’s initial business combination),

reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction.

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loss of business, business opportunities or capital.

investment in HVII’s securities may result in uncertain U.S.

federal income tax consequences.

investment in HVII’s securities may result in uncertain U.S.

federal income tax consequences.

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under current law.

It is also unclear whether the redemption rights with respect to HVII’s Class A ordinary shares suspend the

running of the holding period of a U.S.

Holder (as defined in the section of HVII’s final prospectus filed in connection with its

initial public offering entitled “Taxation —

Material United States Federal Income Tax Considerations —

General”)

Holder (as defined in the section of HVII’s final prospectus filed in connection with its

initial public offering entitled “ Taxation — Material United States Federal Income Tax Considerations — General ”)

for purposes of determining whether any gain or loss realized by such U.S.

Holder on the sale or exchange of Class A ordinary shares

is long-term capital gain or loss and for purposes of determining whether any dividends HVII pays would be considered “qualified

dividends”

is long-term capital gain or loss and for purposes of determining whether any dividends HVII pays would be considered “qualified

dividends” for U.S.

federal income tax purposes.

See the section of HVII’s final prospectus filed in connection with its

initial public offering entitled “Taxation —

Material United States Federal Income Tax Considerations”

for a summary

federal income tax considerations of an investment in HVII’s securities.

Prospective investors are urged to consult

their tax advisors with respect to these and other tax consequences related to purchasing, holding or disposing of HVII’s securities.

See the section of HVII’s final prospectus filed in connection with its

initial public offering entitled “ Taxation — Material United States Federal Income Tax Considerations ” for a

summary of the U.S.

federal income tax considerations of an investment in HVII’s securities.

Prospective investors are urged to

consult their tax advisors with respect to these and other tax consequences related to purchasing, holding or disposing of HVII’s

incidents or attacks directed at HVII could result in information theft, data corruption, operational disruption and/or financial loss.

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third parties with which it may deal.

Sophisticated and deliberate attacks on, or security breaches in, HVII’s systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of HVII’s assets,

Sophisticated and deliberate attacks on, or security breaches in, HVII’s systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of HVII’s assets,

proprietary information and sensitive or confidential data.

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It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on HVII’s business and lead to financial loss.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect HVII’s business, including its

of them, could have adverse consequences on HVII’s business and lead to financial loss.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect HVII’s business, including its

ability to negotiate and complete its initial business combination and results of operations.

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laws and regulations and their interpretation and application may also change from time to time and those changes could have a material

adverse effect on HVII’s business, investments and results of operations.

In addition, a failure to comply with applicable laws

or regulations, as interpreted and applied, could have a material adverse effect on HVII’s business, including its ability to negotiate

and complete its initial business combination and results of operations.

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These rules may materially adversely affect

HVII’s ability to engage financial and capital market advisors, negotiate and complete its initial business combination and may

increase the costs and time related thereto.

HVII is incorporated under the laws of the Cayman Islands, shareholders may face difficulties in protecting their interests, and shareholders’

ability to protect their rights through the U.S.

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As a result, it may be difficult for investors to effect service

of process within the United States upon HVII’s directors or executive officers, or enforce judgments obtained in the United States

courts against HVII’s directors or officers.

corporate affairs and the rights of shareholders will be governed by HVII’s amended and restated memorandum and articles of association,

of process within the United States upon HVII’s directors or executive officers, or enforce judgments obtained in the United States

courts against HVII’s directors or officers.

corporate affairs and the rights of shareholders will be governed by HVII’s amended and restated memorandum and articles of association,

the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

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The rights of shareholders to take action against the directors,

actions by minority shareholders and the fiduciary responsibilities of HVII’s directors to HVII under Cayman Islands law are to

a large extent governed by the common law of the Cayman Islands.

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authority, but are not binding on a court in the Cayman Islands.

The rights of HVII’s shareholders and the fiduciary responsibilities

of HVII’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some

The rights of HVII’s shareholders and the fiduciary responsibilities

of HVII’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some

jurisdictions in the United States.

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For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to HVII and, for example,

the laws applicable to companies incorporated in the United States and their shareholders, see the section of HVII’s final prospectus

on filed in connection with its initial public offering entitled “Description of Securities —

Certain Differences in Corporate

the laws applicable to companies incorporated in the United States and their shareholders, see the section of HVII’s final prospectus

on filed in connection with its initial public offering entitled “ Description of Securities — Certain Differences in Corporate

of Cayman Islands exempted companies like HVII have no general rights under Cayman Islands law to inspect corporate records or to obtain

copies of the register of members of these companies.

HVII’s directors have discretion under HVII’s amended and restated

memorandum and articles of association to determine whether or not, and under what conditions, HVII’s corporate records may be

inspected by HVII’s shareholders, but are not obliged to make them available to HVII’s shareholders.

HVII’s directors have discretion under HVII’s amended and restated

memorandum and articles of association to determine whether or not, and under what conditions, HVII’s corporate records may be

inspected by HVII’s shareholders, but are not obliged to make them available to HVII’s shareholders.

This may make it more

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from other shareholders in connection with a proxy contest.

has been advised by Appleby (Cayman) Ltd., HVII’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely

(i) to recognize or enforce against HVII judgments of courts of the United States predicated upon the civil liability provisions of the

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a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by HVII’s management team or controlling shareholders than they would as public shareholders of a United States company.

of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue HVII in a jurisdiction

outside the Cayman Islands prior to HVII’s initial business combination.

to HVII’s initial business combination, only holders of HVII’s founder shares will have the right to vote on the appointment

outside the Cayman Islands prior to HVII’s initial business combination.

to HVII’s initial business combination, only holders of HVII’s founder shares will have the right to vote on the appointment

of directors and to continue HVII in a jurisdiction outside the Cayman Islands.

Holders of HVII’s public shares will not be entitled

to vote on the appointment of directors or to continue HVII in a jurisdiction outside the Cayman Islands during such time.

prior to HVII’s initial business combination, holders of a majority of HVII’s founder shares may remove a member of the board

of directors for any reason.

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Commission, and if HVII takes advantage of certain exemptions from disclosure requirements available to emerging growth companies and

smaller reporting companies, this could make HVII’s securities less attractive to investors and may make it more difficult to compare

HVII’s performance with other public companies.

is an “emerging growth company”

within the meaning of the rules adopted by the Securities and Exchange Commission, as modified

smaller reporting companies, this could make HVII’s securities less attractive to investors and may make it more difficult to compare

HVII’s performance with other public companies.

is an “emerging growth company” within the meaning of the rules adopted by the Securities and Exchange Commission, as modified

by the JOBS Act, and HVII may 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

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in HVII’s

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

As a result, HVII’s shareholders may not have

access to certain information they may deem important.

HVII could be an emerging growth company for up to five years, although circumstances

could cause HVII to lose that status earlier, including if the market value of HVII’s Class A ordinary shares held by non-affiliates

exceeds $700.0 million as of any June 30 before that time, in which case HVII would no longer be an emerging growth company as of the

following December 31.

HVII cannot predict whether investors will find HVII’s securities less attractive because HVII will rely

on these exemptions.

If some investors find HVII’s securities less attractive as a result of HVII’s reliance on these exemptions,

the trading prices of HVII’s securities may be lower than they otherwise would be, there may be a less active trading market for

HVII’s securities and the trading prices of HVII’s securities may be more volatile.

If some investors find HVII’s securities less attractive as a result of HVII’s reliance on these exemptions,

the trading prices of HVII’s securities may be lower than they otherwise would be, there may be a less active trading market for

HVII’s securities and the trading prices of HVII’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS

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This may make

comparison of HVII’s financial statements with another public company which is neither an emerging growth company nor an emerging

growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

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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 (i) 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 (ii) 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 (ii) 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 1A. Risk Factors