What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-06 compared with 2025-03-31 · 24 added, 208 removed, 38 unchanged (86% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

units, Class A ordinary shares and share rights are each traded on the Nasdaq Global Market under the symbols “HVIIU,”

“HVII”

and “HVIIR,”

respectively.

HVII’s units commenced public trading on January 17, 2025 and its Class A ordinary shares

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

units, Class A ordinary shares and share rights are each traded on the Nasdaq Global Market under the symbols “HVIIU,” “HVII”

and “HVIIR,” respectively.

HVII’s units commenced public trading on January 17, 2025 and its Class A ordinary shares

and share rights commenced separate public trading on February 6, 2025.

March 28, 2025, there were five holders of record of HVII’s units, one holder of record of HVII’s Class A ordinary shares,

eight holders of record of HVII’s Class B ordinary shares and one holder of record of HVII’s share rights.

March 5, 2026, there were five holders of record of HVII’s units, one holder of record of HVII’s Class A ordinary

shares, eight holders of record of HVII’s Class B ordinary shares and one holder of record of HVII’s share

Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

initial business combination.

The payment of cash dividends in the future will be dependent upon HVII’s revenues and earnings,

if any, capital requirements and general financial condition subsequent to completion of HVII’s initial business combination.

payment of any cash dividends subsequent to HVII’s initial business combination will be within the discretion of its board of directors

The payment of cash dividends in the future will be dependent upon HVII’s revenues and earnings,

if any, capital requirements and general financial condition subsequent to completion of HVII’s initial business combination.

payment of any cash dividends subsequent to HVII’s initial business combination will be within the discretion of its board of directors

at such time and HVII will only pay such dividend out of its profits or share premium (subject to solvency requirements) as permitted

under Cayman Islands law.

In addition, HVII’s board of directors is not currently contemplating and does not anticipate declaring

any share dividends in the foreseeable future.

Further, if HVII incurs any indebtedness in connection with its initial business combination,

HVII’s ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.

performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

Sales of Unregistered Securities

October 8, 2024, HVII’s sponsor purchased an aggregate of 5,750,000 Class B ordinary for an aggregate purchase price of $25,000,

or approximately $0.004 per share.

3 unchanged sentences

determined based on the expectation that the founder shares would represent 25% of the outstanding ordinary shares upon completion of

HVII’s initial public offering.

In December 2024, HVII’s sponsor transferred 250,000 founder shares to Nicholas Geeza, HVII’s

HVII’s initial public offering.

In December 2024, HVII’s sponsor transferred 250,000 founder shares to Nicholas Geeza, HVII’s

Executive Vice President, Chief Financial Officer and Secretary and an aggregate of 130,000 founder shares to its independent directors.

In January 2025, HVII’s sponsor transferred 750,000 founder shares to Thomas D.

Hennessy, HVII’s President and Chief Operating

In January 2025, HVII’s sponsor transferred 750,000 founder shares to Thomas D.

Hennessy, HVII’s President and Chief Operating

January 21, 2025, HVII consummated the initial public offering of 19,000,000 units, which includes the partial exercise by the underwriters

3 unchanged sentences

Simultaneously

with the closing of HVII’s initial public offering, HVII consummated the private placement and sale of an aggregate of 690,000

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

Of the 690,000

private placement units, 500,000 private placement units were purchased by HVII’s sponsor and 190,000 private placement units were

purchased by the underwriters.

The private placement units are identical to the units sold in HVII’s initial public offering, except

that (i) the private placement units (and the Class A ordinary shares and share rights underlying the private placement units and the

Class A ordinary shares issuable upon conversion of the share rights) may not be transferred, assigned or sold, subject to certain limited

exceptions set forth in the letter agreement and as described in the registration statement filed in connection with HVII’s initial

public offering, until 30 days after the completion of the HVII’s initial business combination, and (ii) the holders of the private

exceptions set forth in the letter agreement and as described in the registration statement filed in connection with HVII’s initial

public offering, until 30 days after the completion of the HVII’s initial business combination, and (ii) the holders of the private

placement units are entitled to certain registration rights in respect thereof (and with respect to the Class A ordinary shares and share

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of the private placement units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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

the aggregate, which were paid to the underwriters in cash at the closing of the initial public offering.

6 unchanged sentences

the amounts held in the trust account solely in the event HVII completes its initial business combination.

a description of the use of the proceeds generated in HVII’s initial public offering, please see the section of this Report entitled

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

a description of the use of the proceeds generated in HVII’s initial public offering, please see the section of this Report entitled

“ Management’s Discussion and Analysis of Financial Condition and Results of Operations.

of Equity Securities by the Issuer and Affiliated Purchasers

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of HVII’s financial condition and results of operations should be read in conjunction with its

audited financial statements and the notes related thereto which are included in “

Financial Statements and Supplementary

of this Report, as well as the sections of this Report entitled “

Business ”

Risk Factors .”

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

HVII’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “

Cautionary Note Regarding Forward-Looking Statements ,”

Risk Factors ”

and elsewhere in this Report on Form 10-K.

is a SPAC incorporated in the Cayman Islands on September 27, 2024, formed for the purpose of effecting a merger, amalgamation, share

exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

to effectuate its business combination using cash derived from the proceeds of its initial public offering and the sale of the private

placement units and any sale of securities in connection with its initial business combination, its shares, debt or a combination of

cash, shares and debt.

issuance of additional ordinary shares in an initial business combination:

significantly dilute the equity interest of HVII’s public shareholders, which dilution

would increase if the anti-dilution provisions in the Class B ordinary shares resulted in

the issuance of Class A 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 is issued with

rights senior to those afforded to ordinary shares;

cause a change of control if a substantial number of 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 HVII’s present officers and

have the effect of delaying or preventing a change of control of HVII by diluting the equity

ownership or voting rights of a person seeking to obtain control of HVII;

adversely affect prevailing market prices for Class A ordinary shares and/or share rights.

if HVII issues debt securities or otherwise incur significant indebtedness, it could result in:

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 HVII 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 is payable on

● HVII’s

inability to obtain necessary additional financing if the debt contains covenants restricting

its ability to obtain such financing while the debt is outstanding;

● HVII’s

inability to pay dividends on 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 ordinary shares, expenses, capital expenditures, acquisitions and 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,

execution of its strategy and other purposes;

disadvantages compared to its competitors who have less debt.

expects to continue to incur significant costs in the pursuit of its acquisition plans.

It cannot assure that its plans to complete a

business combination will be successful.

of Operations

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

The only activities from inception through December

31, 2024, were organizational activities and those necessary to prepare for HVII’s initial public offering, described below.

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

It expects to generate

non-operating income in the form of interest income from funds held after the initial public offering.

Subsequent to its initial public

offering, HVII has incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and

auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

the period from September 27, 2024 (inception) through December 31, 2024, HVII had a net loss of $47,952, which consisted of formation

and general and administrative costs.

and Capital Resources

the consummation of the initial public offering, HVII’s only source of liquidity was an initial purchase of Class B ordinary shares,

par value $0.0001 per share, by the Sponsor for $25,000 and loans from the Sponsor, which were repaid at the closing of the initial public

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

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

gross proceeds of $190,000,000.

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

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

Of the 690,000

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

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

Cohen & Company Capital Markets (133,000);

Clear Street LLC (28,500);

and Loop Capital Markets LLC (28,500).

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

HVII incurred $12,656,782 of transaction costs consisting of $3,800,000 of cash underwriting fee, $7,600,000 of deferred underwriting

fee and $1,256,782 of other offering costs.

intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust

account (which interest shall be net of permitted withdrawals and excluding deferred underwriting commissions), to complete its initial

business combination.

To the extent that HVII’s share capital or debt is used, in whole or in part, as consideration to complete

its initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations

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

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

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

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

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

HVII’s income taxes.

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

business or as a down payment or to fund a “no-shop”

provision (a provision designed to keep target businesses from “shopping”

around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular

proposed initial business combination, although HVII does not have any current intention to do so.

If HVII entered into an agreement

where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund

a “no-shop”

provision would be determined based on the terms of the specific proposed initial business combination and the

amount of HVII’s available funds at the time.

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

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

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

sponsor or an affiliate of the sponsor or certain of HVII’s officers and directors may, but are not obligated to, loan HVII funds

as may be required.

If HVII completes a business combination, it may repay such loaned amounts out of the proceeds of the trust account

released to HVII.

In the event that an initial business combination does not close, HVII may use a portion of the working capital held

outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment.

$2,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, at the option of the lender.

The units would be

identical to the private placement units.

Except for the foregoing, the terms of such loans by HVII’s sponsor, an affiliate of

the sponsor or HVII’s officers and directors, if any, have not been determined and no written agreements exist with respect to

HVII does not expect to seek loans from parties other than the sponsor, an affiliate of the sponsor or its officers and directors,

if any, as HVII 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 the trust account.

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

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

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

prior to its initial business combination.

Moreover, HVII may need to obtain additional financing either to complete its initial business

combination or because it becomes obligated to redeem a significant number of its public shares upon completion of its initial business

combination, in which case HVII may issue additional securities or incur debt in connection with such initial business combination.

HVII raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to HVII’s

equity securities and could contain covenants that restrict HVII’s operations.

Further, due to the anti-dilution rights of the

founder shares, public shareholders may incur material dilution.

In addition, HVII intends to target businesses with enterprise values

that are greater than it could acquire with its current funds, and, as a result, if the cash portion of the purchase price exceeds the

amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, HVII may be required to

seek additional financing to complete such proposed initial business combination.

HVII may also obtain financing prior to the closing

of its initial business combination to fund its working capital needs and transaction costs in connection with its search for and completion

of its initial business combination.

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

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

or similar agreements HVII may enter into following the consummation of this offering or otherwise.

Subject to compliance with applicable

securities laws, HVII would only complete such financing simultaneously with the completion of HVII’s business combination.

If HVII is unable

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

operations and liquidate the trust account.

In addition, following its initial business combination, if cash on hand is insufficient,

HVII may need to obtain additional financing in order to meet its obligations.

Sheet Financing Arrangements

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

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

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

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

of other entities or purchased any non-financial assets.

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

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

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

HVII began incurring these fees on January

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

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

the aggregate, which were paid to the underwriters in cash at the closing of the initial public offering.

Additionally, the underwriters

are entitled to a deferred underwriting discount of up to $0.40 per unit, or up to $7,600,000 in the aggregate (subject to reduction

based on the funds remaining in the trust account after giving effect to the public shares that are redeemed in connection with an initial

business combination), payable to the underwriters for deferred underwriting commissions on amounts remaining in the trust account after

all redemptions by public shareholders have been met.

The deferred underwriting discount will become payable to the underwriters from

the amounts held in the trust account solely in the event HVII completes its initial business combination.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements and income and expenses during the periods reported.

results could materially differ from those estimates.

HVII has not identified any critical accounting estimates.

Quantitative and Qualitative Disclosures about Market Risk.

is smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required

under this item.

Financial Statements and Supplementary Data.

financial statements and notes thereto begin on page F-1 and are included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 5. Market for Registrant’s Common Equity