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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-31 · 1165 added, 874 removed, 648 unchanged (76% of the section changed)

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of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in HVII’s reports

filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time period specified in

the SEC’s rules and forms.

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in HVII’s reports

filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to HVII’s management, including the chief executive officer and chief financial officer, as appropriate to allow

timely decisions regarding required disclosure.

HVII’s management evaluated, with the participation of the current chief executive

officer and chief financial officer (the “Certifying Officers”), the effectiveness of HVII’s disclosure controls and

procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, the Certifying Officers

concluded that, as of December 31, 2024, HVII’s disclosure controls and procedures were effective.

HVII’s management evaluated, with the participation of HVII’s current chief

executive officer and chief financial officer (the “Certifying Officers”), the effectiveness of HVII’s disclosure controls

and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, the Certifying

Officers concluded that, as of December 31, 2025, HVII’s disclosure controls and procedures were effective.

does not expect that its disclosure controls and procedures will prevent all errors and all instances of fraud.

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controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that HVII has detected all

its control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s

HVII’s control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly

on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

Report on Internal Controls over Financial Reporting

Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or

an attestation report of HVII’s independent registered public accounting firm due to a transition period established by rules of

the SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, HVII’s management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

HVII’s internal

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of HVII’s financial statements for external reporting purposes in accordance with GAAP.

HVII’s internal control over financial

reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of HVII,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that HVII’s receipts and expenditures are being made only in accordance with authorizations of HVII’s management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of HVII’s assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in HVII’s financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of HVII’s internal control over financial reporting at December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on HVII’s assessments and those criteria, management determined that HVII maintained effective internal control over

financial reporting as of December 31, 2025.

Report does not include an attestation report regarding internal control over financial reporting from HVII’s independent registered

public accounting firm due to its status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

were no changes in HVII’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,

HVII’s internal control over financial reporting.

Other Information.

During the three months ended December 31, 2024, no director or “officer”

(as defined in Rule 16a-1(f) under the Exchange

Act) of the Company informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

the three months ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of

the Company informed the Company of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or a

“non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors and Executive Officers.

of the date of this Report, HVII’s directors and officers are as follows:

of the Board of Directors and Chief Executive Officer

and Chief Operating Officer and Director

Vice President, Chief Financial Officer and Secretary

Hennessy , HVII’s Chairman and Chief Executive Officer since its formation, is also a Managing Member of Hennessy Capital

Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure

of the date of this Report, HVII’s directors and officers are as follows:

Chairman of the Board of Directors and Chief Executive Officer

President and Chief Operating Officer and Director

Nicholas Geeza

Executive Vice President, Chief Financial Officer and Secretary

Independent Director

Anna Brunelle

Independent Director

Poonam Sharma

Independent Director

Hennessy , HVII’s Chairman and Chief Executive Officer since HVII’s formation, is also a Managing Member of Hennessy

Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure

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

VIII (NASDAQ:

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

INV) since October 2024.

Since September 2023, Mr.

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

He also has served as Chairman

of the Board and CEO of Hennessy Capital Investment Corp.

HCVI), or Hennessy VI, since January 2021.

He also served as Chairman

of the Board and CEO of Hennessy Capital Investment Corp.

V, or Hennessy V, from October 2020 until its liquidation in December 2022.

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

IV, or Hennessy IV from March 2019 until its

business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc.

served as a senior advisor to PropTech Investment Corporation II, a SPAC targeting businesses in the real estate technology industry,

and 7GC & Co.

Holdings Inc., a SPAC targeting businesses in the technology industry.

Hennessy previously served as senior advisor

to PropTech Acquisition Corporation, a SPAC targeting businesses in the real estate technology industry, which closed its initial business

combination with Porch Group Inc.

Since September

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

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

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

He also has served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Investment Corp.

VI, or Hennessy

VI, from January 2021 until its business combination with Namib Minerals (NASDAQ:

NAMM), which closed on June 5, 2025.

He also served

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

V, or Hennessy V, from October 2020 until its

liquidation in December 2022.

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

IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and

changed its name to Canoo Inc.

filed for bankruptcy and ceased all operations on January 17, 2025.

He also served as a senior

advisor to PropTech Investment Corporation II, a special purpose acquisition company targeting businesses in the real estate technology

industry, and 7GC & Co.

Holdings Inc., a special purpose acquisition company targeting businesses in the technology industry.

Hennessy previously served as senior advisor to PropTech Acquisition Corporation, a special purpose acquisition company targeting businesses

in the real estate technology industry, which closed its initial business combination with Porch Group Inc.

PRCH) in December

From January 2017 to October 2018, Mr.

Hennessy served as Chairman

of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp.

III, or Hennessy III, which merged with NRC Group Holdings,

LLC, a global provider of comprehensive environmental, compliance and waste management services, in October 2018, and in November 2019,

NRC Group Holdings Corp.

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

Acquisition Corp.

III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental,

compliance and waste management services, in October 2018, and in November 2019, NRC Group Holdings Corp.

merged with U.S.

Ecology, Inc., and Mr.

Ecology, Inc.,

Hennessy served as a director of NRC Group Holdings Corp.

2018 to October 2019.

From April 2015 to February 2017, Mr.

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

II, or Hennessy II, which merged in February 2017 with Daseke, which was subsequently acquired in April 2024 by TFI International

(NYSE and TSX:

Hennessy served as Vice Chairman of the Board of Daseke from February 2017 to June 2021.

From September 2013

to February 2015, Mr.

Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or

Hennessy I, which merged with School Bus Holdings Inc.

from October 2018 to October 2019.

From April 2015 to February 2017,

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

II, or Hennessy II, which

merged in February 2017 with Daseke, which was subsequently acquired in April 2024 by TFI International (NYSE and TSX:

served as Vice Chairman of the Board of Daseke from February 2017 to June 2021.

From September 2013 to February 2015, Mr.

Hennessy served

as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus

Holdings Inc.

in February 2015 and is now known as Blue Bird Corporation (NASDAQ:

Hennessy served as Vice Chairman of the Board of Blue Bird Corporation from February 2015 to April 2019.

BLBD), and Mr.

Hennessy served as Vice Chairman of

the Board of Blue Bird Corporation from February 2015 to April 2019.

Hennessy holds a B.A.

degree, magna cum laude, from Boston College and an M.B.A.

degree, magna cum laude, from Boston College

and an M.B.A.

from the University of Michigan Ross School of Business.

selected to serve as director due to his experience in private equity and public and private company board governance, as well as his

background in finance and his experience with Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.

Hennessy was selected to serve as director due to his experience

in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy

I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.

Hennessy , the son of Mr.

Hennessy and HVII’s President and Chief Operating Officer since HVII’s formation,

and a director since November 2024, is also a Managing Member of Hennessy Capital Group LLC, an alternative investment firm founded in

2013 that focuses on investing in industrial, infrastructure, real estate and sustainable technologies.

Hennessy currently serves

as President and a director of Hennessy VIII.

Since August 2023, Mr.

has served as Chief Executive Officer and as a director of Compass Digital Acquisition Corp.

CDAQ), a SPAC, which in September

2024 entered and announced a definitive business combination agreement with EEW Renewables Ltd., a proven developer of utility-scale

renewable energy projects across Europe and Australia.

Hennessy has served as Chief Executive Officer and as a director

of Compass Digital Acquisition Corp.

CDAQ), a SPAC, which in January 2026, announced the execution of a business combination

agreement with Key Mining Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction

strategy with assets initially located in Chile and the United States.

Previously, amongst other roles, Mr.

Hennessy served as:

(i) Chairman of the Board

and Chief Executive Officer of Global Technology Acquisition Corp.

I (a SPAC that liquidated its trust account and delisted its securities

from Nasdaq in October 2024) since April 2024;

of the Board and Chief Executive Officer of Global Technology Acquisition Corp.

I (a SPAC that liquidated its trust account and delisted

its securities from Nasdaq in October 2024) since April 2024;

(ii) Director of TortoiseEcofin Acquisition Corp.

III from August 2023 until its liquidation

in September 2024;

(iii) Chairman of the Board and Chief Executive Officer of two, a SPAC, which in March 2024 closed a business combination

agreement with LatAm Logistic Properties S.A.

LPA), a leading developer, owner and manager of institutional quality, class A industrial

and logistics real estate in Central and South America;

(iv) Director of Jaguar Global Growth Corporation I, a SPAC, which in October

2023 closed a business combination with Captivision Inc.

CAPT), a leading designer and manufacturer of architectural media display

III from August 2023

until its liquidation in September 2024;

(iii) Chairman of the Board and Chief Executive Officer of two, a SPAC, which in March 2024

closed a business combination agreement with LatAm Logistic Properties S.A.

LPA), a leading developer, owner and manager of institutional

quality, class A industrial and logistics real estate in Central and South America;

(iv) Director of Jaguar Global Growth Corporation

I, a SPAC, which in October 2023 closed a business combination with Captivision Inc.

CAPT), a leading designer and manufacturer

of architectural media display glass;

(v) Director of 7GC & Co.

Holdings Inc., a SPAC, which in December 2023 closed a business combination with Banzai International,

BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions;

(vi) Chairman of

the Board and Co-Chief Executive Officer of PropTech Investment Corporation II, a SPAC, which in November 2022 closed a business

combination with Appreciate Holdings, Inc.;

and (vii) Chairman of the Board and Co-Chief Executive Officer of PropTech Acquisition Corporation,

a SPAC, which in December 2020, closed a business combination with Porch Group Inc.

PRCH) and subsequently served as an independent

director of Porch Group Inc.

Hennessy previously served as a Portfolio Manager of Abu Dhabi Investment Authority (ADIA).

degree from Georgetown University and an MBA from the University of Chicago Booth School of Business.

Hennessy was selected

to serve as director due to his experience in private equity and public and private company board governance, as well as his background

in finance and his experience with Compass Digital Acquisition Corp., Global Technology Acquisition Corp.

I, TortoiseEcofin Acquisition

Holdings Inc., a SPAC, which in December 2023 closed a business combination

with Banzai International, Inc.

BNZI), a leading marketing technology company that provides data-driven marketing and sales

(vi) Chairman of the Board and Co-Chief Executive Officer of PropTech Investment Corporation II, a SPAC, which in November

2022 closed a business combination with Appreciate Holdings, Inc.;

and (vii) Chairman of the Board and Co-Chief Executive Officer of

PropTech Acquisition Corporation, a SPAC, which in December 2020, closed a business combination with Porch Group Inc.

and subsequently served as an independent director of Porch Group Inc.

Hennessy previously served as a Portfolio Manager of Abu Dhabi

Investment Authority (ADIA).

Hennessy holds a B.A.

degree from Georgetown University and an MBA from the University of Chicago Booth

School of Business.

Hennessy was selected to serve as director due to his experience in private equity and public and private company

board governance, as well as his background in finance and his experience with Compass Digital Acquisition Corp., Global Technology Acquisition

I, TortoiseEcofin Acquisition Corp.

III, two, Jaguar Global Growth Corporation I, 7GC & Co.

Holdings Inc., PropTech Investment Corporation II and PropTech Acquisition

Geeza , HVII’s Executive Vice President, Chief Financial Officer and Secretary since HVII’s formation, has served since

August 2024 as Executive Vice President, Chief Financial Officer and Secretary of Hennessy Capital Investment Corp.

a SPAC, since April 2023, as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since

April 2023, and as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ:

CDAQ), a SPAC, since August 2023 and since April

2024, as Chief Financial Officer of Global Technology Acquisition Corp.

I, a SPAC that liquidated its trust account and delisted its

securities from Nasdaq in October 2024.

Geeza previously served as Chief Financial Officer of two (NYSE:

TWOA), a SPAC, from May 2023 to March 2024, and as Enterprise Sales

Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences

and drive increased assets under management for global enterprise financial institutions, from March 2022 to April 2023.

From November

2007 to March 2022, Mr.

Geeza served as Senior Vice President in the Derivative Products Group at U.S.

Bank National Association, where

he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance

Holdings Inc., PropTech Investment

Corporation II and PropTech Acquisition Corporation.

Geeza , HVII’s Executive Vice President, Chief Financial Officer and Secretary since HVII’s formation, has served since July 2025 as Executive

Vice President, Chief Financial Officer and Secretary, and the principal financial and accounting officer of Hennessy VIII, a special

purpose acquisition company, since April 2023, as Head of Business Development of Hennessy Capital Growth Strategies, an alternative

investment company, since April 2023, and as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ:

CDAQ), a special purpose

acquisition company, since August 2023, and since April 2024, as Chief Financial Officer of Global Technology Acquisition Corp.

special purpose acquisition company that liquidated its trust account and delisted its securities from Nasdaq in October 2024.

Geeza previously served as Executive Vice President, Chief Financial Officer and Secretary, and the principal financial and accounting

officer of Hennessy Capital Investment Corp.

VI, a special purpose acquisition company until its business combination with Namib Minerals

NAMM), which closed on June 5, 2025, from August 2024 to June 2025, Chief Financial Officer of two (NYSE:

TWOA), a special purpose

acquisition company, from May 2023 to March 2024, and as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology

platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise

financial institutions, from March 2022 to April 2023.

From November 2007 to March 2022, Mr.

Geeza served as Senior Vice President in

the Derivative Products Group at U.S.

Bank National Association, where he was responsible for developing and servicing client relationships

in the National Corporate Banking Technology, Automotive and Insurance divisions.

During his tenure, Mr.

Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised

on compliance with U.S.

GAAP accounting requirements and negotiated International Swaps and Derivatives Association, Dodd-Frank and collateral

management documentation.

Geeza assisted in the development

and successful implementation of a dynamic hedging platform, advised on compliance with U.S.

GAAP accounting requirements, and negotiated

International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation.

Prior to U.S.

Geeza worked at JP Morgan Chase & Co.

Geeza graduated Cum Laude

from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.

Allen has served as a member of HVII’s board of directors since HVII’s initial public offering.

at JP Morgan Chase & Co.

Geeza graduated cum laude with a B.S.

from Georgetown University and earned an MBA from

the University of Chicago Booth School of Business.

Allen has served as a member of HVII’s board of directors since HVII’s initial public offering.

Allen has served

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

where he was also a member of ABB’s Technology Leadership

Team and served on the Board of Directors of Enbala Power Networks, acquired in 2020 by Generac, and Industrial Defender, acquired by

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and Bates White.

Allen graduated cum laude from Duke University’s Pratt School of Engineering with a BSE in Civil and Environmental

Engineering and received his MBA from The Wharton School of the University of Pennsylvania.

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due to his extensive experience investing and venture capital background.

Bonner has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s

compensation committee.

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

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

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

Committees of the Board of Directors of Daseke.

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

TXN), a Fortune

500 publicly traded technology company that designs and manufactures semiconductors and various integrated circuits, spanned several

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

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

Bonner served as a member on the Board

of Directors of Copper Mobile from 2012 to 2015 and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015.

holds an MBA in Marketing and Finance from the Fuqua School of Business at Duke University, an MSEE and BSEE from the University of Michigan,

and a BA in Physics from Kalamazoo College.

Bonner was selected to serve as director due to his experience and insight in sales management;

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

Bonner served on Board

of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August 2019 until August 2020), Independent

Chairman of the Board of Directors of Daseke (August 2020 until June 2022) and Chair of the Compensation Committee of the Board of Directors

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

33-year career with Texas Instruments, Inc.

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

semiconductors and various integrated circuits, spanned several executive leadership positions, including Vice President and Chief Information

Officer from 2000 to 2014 and other leadership positions in product profit and loss management, worldwide marketing, and post-acquisition

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

for Gemini Israel Funds from June 2004 to May 2015.

He holds an MBA in Marketing and Finance from the Fuqua School of Business at Duke

University, an MSEE and BSEE from the University of Michigan, and a BA in Physics from Kalamazoo College.

Bonner was selected to

serve as director due to his experience and insight in sales management;

human capital management, organization and compensation;

corporate oversight and governance;

oversight and governance;

business performance;

business scaling post-acquisition

implementation/integration;

information technology management and development;

business scaling post-acquisition implementation/integration;

information technology

management and development;

and cybersecurity and information technology systems.

Brunelle has served as a member of HVII’s board of directors since HVII’s initial public offering.

Brunelle has served

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in Business Administration

(accounting concentration) from California Polytechnic State University —

San Luis Obispo.

(accounting concentration) from California Polytechnic State University — San Luis Obispo.

Brunelle was selected to serve as

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companies and as a director.

Saade has served as a member of HVII’s board of directors since HVII’s initial public offering.

Saade is Founder

& Managing Partner of Impact Master Holdings since 2019, Venture Partner at Fenway Summer since 2016, and Operating Partner at Presidio

Investors since 2023.

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

(private-equity-owned financial services

company) since 2019, Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company) since

2024, Member of the Board of Directors of VCheck Global Holdings (private-equity-owned tech services company) since 2024, Member of the

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

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

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

Saade Javier served as Audit Committee Chair of the

Board of Directors of SoftBank Vision Fund Investment Corp.

SVFA) from January 2021 to March 2023, Lead Independent Director

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

PRCH) December 2020 to March

2022, Board Member of Global Technology Acquisition Corp.

Saade has served as a member of HVII’s board of directors since HVII’s initial public offering.

Saade currently serves

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

Saade is Founder & Managing Partner of Impact Master Holdings since 2019,

Venture Partner at Fenway Summer since 2016, and Operating Partner at Presidio Investors since 2023.

He also serves as Chairman of the

Board of Directors of GP Funding, Inc.

(private-equity-owned financial services company) since 2019, Chairman of the Board of Directors

of The Only Agency (private equity-owned media & entertainment company) since 2024, Member of the Board of Directors of VCheck Global

Holdings (private-equity-owned tech services company) since 2024, Member of the Board of Trustees of Swedish Providence (a large health

services enterprise), Member of the Board of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive

Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School of Business, CNBC Contributor and host

of “Top Of The Game”.

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

Investment Corp.

SVFA) from January 2021 to March 2023, Lead Independent Director and Nominations & Governance Committee

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

PRCH) December 2020 to March 2022, Board Member of Global Technology Acquisition

GTAC) from 2023 to 2024, Board Member of two inc.

from 2023 to 2024,

now Logistics Properties of the Americas (NYSE:

LPA), Member of the Boards of Trustees of The Nature Conservancy and Pan American Development

Foundation and Member of the Board of Advisors of DocuSign, Inc.

In 2013, he was appointed by the White House to serve

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

Small Business Administration (SBA), concurrently served

on the Committee for Small and Emerging Companies at the U.S.

Securities & Exchange Commission (SEC) and subsequently served on the

Presidential Transition at the Department of Treasury and the White House’s Advisory Committee for Trade Policy and Negotiations.

Prior to public service he spent over 20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company,

Booz Allen & Hamilton (NYSE:

BAH), Bridgewater Associates, Abbott Laboratories (NYSE:

from 2023 to 2024, now Logistics Properties of the Americas (NYSE:

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

of DocuSign, Inc.

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

& Innovation of the U.S.

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

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

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

Prior to public service he spent over 20 years in investing,

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

BAH), Bridgewater Associates,

Abbott Laboratories (NYSE:

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

He holds an MBA from Harvard Business School, an MS in Operations & Technology from Illinois Institute of Technology and a BS in

Industrial Management from Purdue University.

Saade was selected to serve as a director of the Company due to his extensive operating,

entrepreneurial, strategy, capital allocation and governance experience with public and private companies.

Sharma has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s

He holds an MBA from Harvard Business School, an MS in Operations

& Technology from Illinois Institute of Technology and a BS in Industrial Management from Purdue University.

Saade was selected

to serve as a director of the Company due to his extensive operating, entrepreneurial, strategy, capital allocation and governance experience

with public and private companies.

Sharma has served as a member of HVII’s board of directors since HVII’s initial public offering and chairs HVII’s

audit committee.

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she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at

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

Sharma earned her Bachelor of Arts at Harvard

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board of directors consists of seven members.

Holders of HVII’s founder shares have the right to elect all of its directors or

remove any one of them for any reason prior to consummation of HVII’s initial business combination, and holders of its public shares

Holders of HVII’s founder shares have the right to elect all of its directors or

remove any one of them for any reason prior to consummation of HVII’s initial business combination, and holders of its public shares

will not have the right to vote on the appointment or removal of directors during such time.

These provisions of HVII’s amended

and restated memorandum and articles of association may only be amended if approved by a majority of at least 90% of its ordinary shares

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Subject to any other special rights applicable to the shareholders, any vacancies

on HVII’s board of directors may be filled by the vote of the remaining directors then in office.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

HVII’s board of directors is authorized to appoint persons to the offices set forth in its amended and restated memorandum

and articles of association as it deems appropriate.

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

that its officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant

Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors.

listing standards require that a majority of HVII’s board of directors be independent.

An “independent director”

listing standards require that a majority of HVII’s board of directors be independent.

An “independent director” is

defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

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Saade and Ms.

Sharma are “independent directors”

as defined in Nasdaq listing standards and applicable

The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable

Sharma are “independent directors” as defined in Nasdaq listing standards and applicable

The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable

to members of the audit committee.

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independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent

Each committee operates under a charter that has been approved by HVII’s board of directors and has the composition

and responsibilities described below.

The charter of each committee is available on HVII’s website.

has established an audit committee of the board of directors.

The members of HVII’s audit committee are Ms.

Brunelle, with Ms.

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meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate, and HVII’s board of directors has determined that Ms.

Sharma qualifies as

an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related financial management

an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management

has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

board oversight of (1) the integrity of HVII’s financial statements, (2) HVII’s compliance with legal and regulatory

requirements, (3) HVII’s independent registered public accounting firm’s qualifications and independence and (4) the

performance of HVII’s internal audit function and independent registered public accounting firm;

board oversight of (1) the integrity of HVII’s financial statements, (2) HVII’s compliance with legal and regulatory

requirements, (3) HVII’s independent registered public accounting firm’s qualifications and independence and (4) the

performance of HVII’s internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm

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and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent

registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent

internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation

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by the firm and any steps taken to deal with such issues;

to review and discuss HVII’s annual audited financial statements and quarterly financial statements with management and the

independent registered public accounting firm, including reviewing HVII’s specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

to review and discuss HVII’s annual audited financial statements and quarterly financial statements with management and the

independent registered public accounting firm, including reviewing HVII’s specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to HVII entering into such transaction;

with management, the independent registered public accounting firm, and HVII’s legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding HVII’s financial statements or accounting policies and any significant changes

in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

has established a compensation committee of the board of directors.

The members of HVII’s compensation committee are Mr.

Allen and Mr.

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has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to HVII’s Chief Executive Officer’s compensation,

evaluating HVII’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of HVII’s Chief Executive Officer based on such evaluation;

and making recommendations to HVII’s board of directors with respect to (or approving, if such authority is so delegated by

HVII’s board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board

approval of all of HVII’s other officers;

HVII’s executive compensation policies and plans;

and administering HVII’s incentive compensation equity-based remuneration plans;

management in complying with HVII’s proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for HVII’s officers

and approving on an annual basis the corporate goals and objectives relevant to HVII’s Chief Executive Officer’s compensation,

evaluating HVII’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of HVII’s Chief Executive Officer based on such evaluation;

and making recommendations to HVII’s board of directors with respect to (or approving, if such authority is so delegated by

HVII’s board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board

approval of all of HVII’s other officers;

HVII’s executive compensation policies and plans;

and administering HVII’s incentive compensation equity-based remuneration plans;

management in complying with HVII’s proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for HVII’s officers

and service providers;

a report on executive compensation to be included in HVII’s annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

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In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of HVII’s business, integrity, professional reputation, independence, wisdom and the ability

to represent the best interests of its shareholders.

Prior to HVII’s initial business combination, holders of its public shares

will not have the right to recommend director candidates for nomination to the board of directors.

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connection with its initial public offering.

may review these documents by accessing HVII’s public filings at the SEC’s website at www.sec.gov.

In addition, a copy of

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Trading Policy

has adopted an insider trading policy governing the purchase, sale and/or other dispositions of HVII’s securities by directors,

officers and employees or HVII itself, which is reasonably designed to promote compliance with insider trading laws, rules and regulations

and applicable listing standards (the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

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Officer and Director Compensation

of the date of HVII’s initial public offering, none of HVII’s officers or directors received any compensation for services

rendered to it.

HVII’s sponsor, officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses

incurred in connection with activities on HVII’s behalf such as identifying potential target businesses and performing due diligence

HVII’s sponsor, officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses

incurred in connection with activities on HVII’s behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

In addition, commencing on the date on which HVII’s securities were first listed on Nasdaq,

HVII pays an amount equal to $15,000 per month to an affiliate of its sponsor for office space, utilities and secretarial and administrative

support, and HVII pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his services until the earlier of the consummation

of HVII’s initial business combination or its liquidation.

In addition, commencing on the date on which HVII’s securities were first listed on Nasdaq,

HVII pays an amount equal to $25,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative

support, which amount was an aggregate of $15,000 per month prior to September 1, 2025, and HVII pays Nicholas Geeza, its Chief Financial

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

Brunelle and Mr.

Saade received 25,000

founder shares for his or her service as a director and Ms.

Saade received 25,000 founder shares for his or her service as a director

Sharma received 30,000 founder shares for her service as a director.

audit committee reviews on a quarterly basis all payments that were made by it to its sponsor, officers, directors or any of their respective

the completion of HVII’s initial business combination, directors or members of its management team who remain with HVII may be

HVII’s audit committee reviews on a quarterly basis

all payments that were made by it to its sponsor, officers, directors or any of their respective affiliates.

the completion of HVII’s initial business combination, directors or members of its management team who remain with HVII may be

paid consulting, management or other compensation from the combined company.

All compensation will be fully disclosed to shareholders,

to the extent then known, in the tender offer materials or proxy solicitation materials furnished to HVII’s shareholders in connection

with a proposed business combination.

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Any compensation to

be paid to HVII’s officers after the completion of its initial business combination will be determined by a compensation committee

constituted solely by independent directors.

is not party to any agreements with its executive officers and directors that provide for benefits upon termination of providing services

The existence or terms of any such employment, independent contractor or service provider arrangements may influence HVII’s

management’s motivation in identifying or selecting a target business, and HVII does not believe that the ability of its management

The existence or terms of any such employment, independent contractor or service provider arrangements may influence HVII’s

management’s motivation in identifying or selecting a target business, and HVII does not believe that the ability of its management

to remain with it after the consummation of its initial business combination should be a determining factor in its decision to proceed

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of HVII’s ordinary shares as of March 28, 2025, based

on information obtained from the persons named below, with respect to the beneficial ownership of shares of HVII’s ordinary shares,

person known by HVII to be the beneficial owner of more than 5% of HVII’s outstanding ordinary shares;

of HVII’s executive officers and directors;

of HVII’s executive officers and directors as a group.

following table sets forth information regarding the beneficial ownership of HVII’s ordinary shares as of March 5, 2026, based

on information obtained from the persons named below, with respect to the beneficial ownership of shares of HVII’s ordinary shares,

person known by HVII to be the beneficial owner of more than 5% of HVII’s outstanding ordinary shares;

of HVII’s executive officers and directors;

of HVII’s executive officers and directors as a group.

otherwise indicated, HVII believes that all persons named in the table have sole voting and investment power with respect to all ordinary

shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the share rights as these rights are not exercisable

within 60 days of this Report.

A Ordinary Shares

B Ordinary Shares

and Address of Beneficial Owner (1)

of Class A Ordinary Shares Beneficially Owned

of Class A Ordinary Shares

of Class B Ordinary Shares Beneficially Owned(2)

of Class B Ordinary Shares

VII Sponsor LLC (HVII’s sponsor)(3)

The following table does not reflect record or beneficial ownership of the share rights as these rights

are not exercisable within 60 days of this Report.

Class A Ordinary Shares

Class B Ordinary Shares

Name and Address of Beneficial Owner (1)

Class A Ordinary Shares Beneficially Owned

Percentage of

Class A Ordinary Shares

Class B Ordinary Shares Beneficially Owned(2)

Percentage of

Class B Ordinary Shares

HC VII Sponsor LLC (HVII’s sponsor)(3)

Hennessy (3)(4)

directors and executive officers and directors as a group (8 individuals)

shareholders known to HVII to beneficially own more than 5 percent of HVII’s outstanding ordinary shares as of March 28, 2025

K2 Principal Fund, L.P.

Advisors LP (7)

Capital Management Company, L.P.

Nicholas Geeza

Brian Bonner (5)

Anna Brunelle (5)

Javier Saade (5)

Poonam Sharma (5)

All directors and executive officers and directors as a group (8 individuals)

These shareholders known to HVII to beneficially own more than 5 percent of HVII’s outstanding ordinary shares as of March 5, 2026 are:

Highbridge Capital Management, LLC (6)

Lighthouse Investment Partners, LLC(7)

Linden Capital L.P.

AQR Capital Management, LLC (9)

otherwise noted, the business address of each of the following entities or individuals is c/o Hennessy Capital Investment Corp.

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Such 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 described herein.

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 described herein.

VII Sponsor LLC is the record holder of the shares reported herein.

Hennessy Capital Group LLC is the sole manager of HVII’s

Hennessy, HVII’s Chairman and Chief Executive Officer, and Thomas D.

Hennessy, HVII’s President, Chief

Hennessy Capital Group LLC is the sole manager of HVII’s

Hennessy, HVII’s Chairman and Chief Executive Officer, and Thomas D.

Hennessy, HVII’s President, Chief

Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC.

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Daniel Hennessy

Thomas Hennessy may be deemed the beneficial owner of securities held by HVII’s sponsor and have shared voting and

dispositive control over such securities.

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Thomas Hennessy disclaims beneficial ownership over

any securities owned by HVII’s sponsor in which he does not have any pecuniary interest.

Hennessy is the record holder of 750,000 of the Class B ordinary shares reported herein.

not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in HVII’s

information is based solely on a Schedule 13G filed on January 21, 2025 jointly by Shawn Kimel Investments, Inc., an Ontario corporation

(“SKI”), The K2 Principal Fund, L.P., an Ontario limited partnership (the “Fund”), K2 Genpar 2017 Inc., an

Ontario corporation and the General Partner to the Fund (“Genpar 2017”), and K2 & Associates Investment Management

Inc., an Ontario corporation (“K2 & Associates”).

Together, SKI, the Fund, Genpar2017, and K2 & Associates are

the “K2 Reporting Persons”.

Kimel is President of SKI.

Sikorski is Secretary of Genpar 2017, and President of

K2 & Associates.

K2 & Associates is a direct 66.5% owned subsidiary of SKI, and is the investment manager of the Fund.

K2 Reporting Persons have shared voting power and shared dispositive power of 1,700,000 shares.

The principal business address of

the K2 Reporting Persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2.

information is based solely on a Schedule 13G filed on January 23, 2025 jointly by Linden Capital L.P., a Bermuda limited partnership

(“Linden Capital”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), Linden Advisors LP,

a Delaware limited partnership (“Linden Advisors”), and Siu Min (Joe) Wong (“Mr.

Wong”).

Together, Linden

Capital, Linden GP, Linden Advisors, and Mr.

Wong are the “Linden Reporting Persons.”

Linden GP is the general partner

of Linden Capital and, in such capacity, may be deemed to beneficially own the shares held by Linden Capital.

Linden Advisors is

the investment manager of Linden Capital and trading advisor or investment advisor for the managed accounts.

Wong is the principal

owner and controlling person of Linden Advisors and Linden GP.

In such capacities, Linden Advisors and Mr.

Wong may each be deemed

to beneficially own the shares held by each of Linden Capital and the managed accounts.

not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in HVII’s

information is based solely on a Schedule 13G filed on February 17, 2026 by Highbridge Capital Management, LLC.

Highbridge Capital

Management, LLC has voting power and dispositive power of 1,500,000 shares.

The principal business address of the Highbridge Reporting

Persons is 390 Madison Avenue, 28th Floor, New York, NY 10017.

This information is based solely on a Schedule 13G/A filed on February

17, 2026 jointly by Lighthouse Investment Partners, LLC (“Lighthouse”), North Rock Capital Management, LLC (“North Rock”),

MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 204”), MAP 214 Segregated Portfolio, a segregated portfolio

of LMA SPC (“MAP 214”), Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin”), Eagle Harbor

Multi-Strategy Master Fund Limited (“Eagle Harbor”) and NR1 SP, a segregated portfolio of North Rock SPC (“NR1 SP”,

together with Lighthouse, North Rosk, MAP 204, MAP 214, Shaolin, Eagle Harbor, the “Lighthouse Reporting Persons”).

serves as the investment manager of MAP 204 and MAP 214, Lighthouse serves as the platform services provider for Shaolin and Eagle Harbor

and North Rock, a wholly owned affiliate and relying adviser of Lighthouse, serves as the investment manager for NR1 SP.

The Lighthouse

Reporting Persons have a shared voting power and a shared dispositive power of 1,280,840 shares.

The principal business address for each

of Lighthouse and North Rock is 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410.

The principal business address for each of

MAP 204 and MAP 214 is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

The principal

business address for each of Shaolin and Eagle Harbor is Ugland House, 121 South Church Street, George Town, Grand Cayman, KY1- 1104,

Cayman Islands.

The principal business address for NR1 SP is c/o Maples, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

information is based solely on a Schedule 13G/A filed on February 12, 2026 jointly by Linden Capital L.P.

(“Linden Capital”),

Linden GP LLC (“Linden GP”), Linden Advisors LP (“Linden Advisors”) and Siu Min (Joe) Wong (“Mr.

together with Linden Capital, Linden GP and Linden Advisors, the “Linden Reporting Persons”).

Linden GP is the general

partner of Linden Capital, Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor

for one or more separately managed accounts and Mr.

Wong is the principal owner and controlling person of Linden Advisors and Linden

Linden Advisors and Mr.

Wong have shared

voting power and shared dispositive power of 1,213,732 shares.

The principal business address for Linden Capital is Victoria Place,

31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP and Mr.

590 Madison Avenue, 32nd Floor, New York, New York 10022.

information is based solely on a Schedule 13G filed on January 24, 2025 jointly by Tenor Capital Management Company, L.P, Tenor Opportunity

Master Fund, Ltd and Robin Shah (together, the “Tenor Reporting Persons”).

The Tenor Reporting Persons have shared voting

power and dispositive power of 1,500,000 shares.

The principal business address of the Tenor Reporting Persons is 810 Seventh Avenue,

Suite 1905, New York, New York 10019.

Wong have a shared voting power and a shared dispositive power of 1,463,732 Shares, and Linden GP and

Linden Capital have a shared voting power and a shared dispositive power of 1,394,634 Shares.

The principal business address for

Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors,

Linden GP and Mr.

Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

information is based solely on a Schedule 13G/A filed on February 12, 2026 jointly by AQR Capital Management, LLC (“AQR”),

AQR Capital Management Holdings, LLC (“AQR Holdings”) and AQR Arbitrage, LLC (together with AQR and AQR Holdings, the

“AQR Reporting Persons”).

AQR is a wholly owned subsidiary of AQR Holdings, and AQR Arbitrage, LLC is deemed to be controlled

The AQR Reporting Persons have a shared voting power and a shared dispositive power of 1,059,589 shares.

The principal business

address of the AQR Reporting Persons is One Greenwich Plaza Suite 130, Greenwich, Connecticut 06830.

Certain Relationships and Related Transactions, and Director Independence.

Relationships and Related Transactions

October 8, 2024, HVII’s sponsor purchased an aggregate of 5,750,000 Class B ordinary shares (“founder shares”) for

an aggregate purchase price of $25,000, or approximately $0.004 per share.

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shares issued was 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 Executive Vice President, Chief Financial Officer and Secretary, and an aggregate of 130,000 founder 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 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

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

Hennessy, HVII’s

President and Chief Operating Officer.

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

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

placement units (including the securities underlying such private placement units) may not, subject to certain limited exceptions, be

transferred, assigned or sold by HVII’s sponsor or the underwriters until 30 days after the completion of HVII’s initial

business combination.

any of HVII’s officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities

to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present

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he or she determines to present the opportunity to us.

HVII’s officers and directors currently have other relevant fiduciary, contractual

or other obligations or duties that may take priority over their duties to HVII.

sponsor, officers and directors or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection

with activities on HVII’s behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to its sponsor, officers,

directors or HVII’s or any of their respective affiliates and determines which expenses and the amount of expenses that will be

HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to its sponsor, officers,

directors or HVII’s or any of their respective affiliates and determines which expenses and the amount of expenses that will be

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities

on HVII’s behalf.

sponsor agreed to loan HVII of up to $250,000 to be used for a portion of the expenses of HVII’s initial pubic offering.

was non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of HVII’s initial public offering.

on HVII’s behalf.

sponsor agreed to loan HVII of up to $250,000 to be used for a portion of the expenses of HVII’s initial public offering.

was non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of HVII’s initial public offering.

As of December 31, 2024, HVII had borrowed $76,790 under the note.

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pays an amount equal to $25,000 per month to an affiliate of its sponsor for office space, utilities and secretarial and administrative

Upon completion of HVII’s initial business combination or its liquidation, it will cease paying these monthly fees.

in the event the consummation of HVII’s initial business combination takes the maximum 24 months, its sponsor’s affiliates

will be paid a total of $360,000 ($15,000 per month in either case) and will be entitled to be reimbursed for any out-of-pocket expenses.

pays Nicholas Geeza, its Chief Financial Officer, $10,000 per month for his services until the earlier of the consummation of HVII’s

initial business combination or its liquidation.

addition, in order to finance transaction costs in connection with an initial business combination, HVII’s sponsor, an affiliate

of HVII’s sponsor or HVII’s officers and directors may, but none of them is obligated to, loan HVII funds as may be required.

Upon completion of HVII’s initial business combination or its liquidation, it will cease paying these monthly fees.

in the event the consummation of HVII’s initial business combination takes the maximum 24 months, its sponsor’s affiliates

will be paid a total of $520,000 ($15,000 per until August 31, 2025 and $25,000 per month beginning September 1, 2025) and will be entitled

to be reimbursed for any out-of-pocket expenses.

HVII has agreed to pay, beginning in September 2025, consulting and advisory fees of

$11,000 per month, with a discretionary annual bonus of up to $25,000, to an affiliate of HVII’s sponsor for services related to the execution

and consummation of an initial business combination, which payments commenced in September 2025.

HVII pays Nicholas Geeza, its Chief

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

or its liquidation.

addition, in order to finance transaction costs in connection with an initial business combination, HVII’s sponsor, an affiliate

of HVII’s sponsor or HVII’s officers and directors may, but none of them is obligated to, loan HVII funds as may be required.

If HVII completes its initial business combination, HVII would repay such loaned amounts out of the proceeds of the trust account released

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

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

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

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

Up 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.

The private placement units would be identical to the private placement units issued to HVII’s sponsor.

for the foregoing, the terms of such loans by HVII’s sponsor, an affiliate of HVII’s sponsor or HVII’s officers and

The private placement units would be identical to the private placement units issued to HVII’s sponsor.

for the foregoing, the terms of such loans by HVII’s sponsor, an affiliate of HVII’s sponsor or HVII’s officers and

directors, if any, have not been determined and no written agreements exist with respect to such loans.

HVII does not expect to seek

loans from parties other than its sponsor, an affiliate of HVII’s sponsor or HVII’s 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 HVII’s trust account.

HVII’s initial business combination, members of its management team who remain with HVII, if any, may be paid consulting, management

or other fees from the combined company with any and all amounts being fully disclosed to HVII’s shareholders, to the extent then

known, in the tender offer or proxy solicitation materials, as applicable, furnished to HVII’s shareholders.

in HVII’s trust account.

HVII’s initial business combination, members of its management team who remain with HVII, if any, may be paid consulting, management

or other fees from the combined company with any and all amounts being fully disclosed to HVII’s shareholders, to the extent then

known, in the tender offer or proxy solicitation materials, as applicable, furnished to HVII’s shareholders.

It is unlikely the

amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting

held to consider HVII’s initial business combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive officer and director compensation.

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has adopted a Code of Ethics requiring it to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions

approved by HVII’s board of directors (or the appropriate committee of its board) or as disclosed in its public filings with the

Under HVII’s Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship

approved by HVII’s board of directors (or the appropriate committee of its board) or as disclosed in its public filings with the

Under HVII’s Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship

(including any indebtedness or guarantee of indebtedness) involving the company.

addition, HVII’s audit committee, pursuant to a written charter that HVII adopted prior to the consummation of its initial public

offering, is responsible for reviewing and approving related party transactions to the extent that HVII enters into such transactions.

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a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to its sponsor, officers or directors,

or HVII’s or any of their affiliates.

HVII’s audit committee reviews on a quarterly basis all payments that were made by HVII to its sponsor, officers or directors,

or HVII’s or any of their affiliates.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

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further minimize conflicts of interest, HVII has agreed not to consummate an initial business combination with an entity that is affiliated

with any of HVII’s sponsor, officers or directors unless HVII, or a committee of independent and disinterested directors, have

obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting

firm that HVII’s initial business combination is fair to the company from a financial point of view.

is not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to its sponsor, officers or directors,

or HVII’s or their affiliates, for services rendered to HVII prior to or in connection with the completion of its initial business

combination, including the following payments, all of which, if made prior to the completion of HVII’s initial business combination,

or HVII’s or their affiliates, for services rendered to HVII prior to or in connection with the completion of its initial business

combination, including the following payments, all of which, if made prior to the completion of HVII’s initial business combination,

will be paid from funds held outside the trust account:

of an aggregate of up to $250,000 in loans made to HVII by its sponsor to cover offering-related and organizational expenses;

to an affiliate of HVII’s sponsor for office space, utilities and secretarial and administrative support, in an amount equal

to $15,000 per month;

of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion

of HVII’s initial business combination;

of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion

of HVII’s initial business combination;

reimbursement

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

of loans which may be made by HVII’s sponsor, an affiliate of its sponsor or its officers and directors to finance transaction

costs in connection with an initial business combination, the terms of which have not been determined nor have any written agreements

2 unchanged sentences

combination entity at a price of $10.00 per private placement unit at the option of the lender;

of $10,000 per month until the earlier of the consummation of HVII’s initial business combination or its liquidation to HVII’s

Chief Financial Officer.

1 unchanged sentence

any amounts remaining from the proceeds of the trust account released to HVII in connection therewith.

listing standards require that a majority of HVII’s board of directors be independent.

An “independent director”

listing standards require that a majority of HVII’s board of directors be independent.

An “independent director” is

defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

2 unchanged sentences

Saade and Ms.

Sharma are “independent directors”

as defined in Nasdaq listing standards and applicable

The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable

Sharma are “independent directors” as defined in Nasdaq listing standards and applicable

The audit committee of HVII is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable

to members of the audit committee.

1 unchanged sentence

Principal Accountant Fees and Services.

firm of WithumSmith+Brown, PC, or Withum, acts as HVII’s independent registered public accounting firm.

The following is a summary

of fees paid to Withum for services rendered.

During the period from September 27, 2024 (inception) through December 31, 2024, fees for HVII’s independent registered

public accounting firm were approximately $87,300 for the services Withum performed in connection with HVII’s initial public offering

and the audit of HVII’s December 31, 2024 financial statements included in this Report on Form 10-K.

During the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, fees

for HVII’s independent registered public accounting firm were approximately $131,560 and $87,300, respectively, for the services

Withum performed in connection with HVII’s initial public offering and the audit of HVII’s December 31, 2025 and 2024 financial

statements included in this Report on Form 10-K.

Audit-Related

During the period from September 27, 2024 (inception) through December 31, 2024, HVII’s independent registered public

accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the period from September 27, 2024 (inception) through December 31, 2024, HVII’s independent registered public

accounting firm did not render services to HVII for tax compliance, tax advice and tax planning.

During the period from September 27, 2024 (inception) through December 31, 2024, there were no fees billed for products

and services provided by HVII’s independent registered public accounting firm other than those set forth above.

During the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, HVII’s

independent registered public accounting firm did not render assurance and related services related to the performance of the audit or

review of financial statements.

During the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, HVII’s

independent registered public accounting firm did not render services to HVII for tax compliance, tax advice and tax planning.

During the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024,

there were no fees billed for products and services provided by HVII’s independent registered public accounting firm other than

those set forth above.

audit committee was formed upon the consummation of its initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of the audit committee were approved by HVII’s

board of directors.

17 unchanged sentences

Financial Group, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Business Combination Agreement, dated as of October 22, 2025, by and among Hennessy Capital Investment Corp.

VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on October 23, 2025).

Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp.

VII’s Registration Statement on Form S-1 (File No.

333-283087) filed with the SEC on January 15, 2025).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Share Rights Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp.

VII and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Description of Securities.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Description of Securities (incorporated by reference to Exhibit 4.2 to Company’s Form 10-K filed with the SEC on March 31, 2025).

Letter Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp.

VII, its officers, its directors and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp.

VII’s Form 8-K filed with the SEC on January 21, 2025).

Investment Management Trust Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp.

VII and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Registration Rights Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp.

1 unchanged sentence

Financial Group, LLC, Loop Capital Markets LLC, Clear Street LLC and certain other security holders (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Administrative Support Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp.

VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Amended and Restated Founder Shares Subscription Agreement, by and between Hennessy Capital Investment Corp.

VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp.

VII’s Registration Statement on Form S-1 (File No.

333-283087) filed with the SEC on January 15, 2025).

1 unchanged sentence

VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Private Placement Units Purchase Agreement, dated January 16, 2025, by and among Hennessy Capital Investment Corp.

1 unchanged sentence

Financial Group, LLC, Loop Capital Markets LLC and Clear Street LLC (incorporated by reference to Exhibit 10.6 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Form of Indemnity Agreement, dated January 16, 2025, by and between Hennessy Capital Investment Corp.

1 unchanged sentence

VII (incorporated by reference to Exhibit 10.7 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on January 21, 2025).

Amendment to the Administrative Support Agreement, dated as of August 27, 2025, by and between Hennessy Capital Investment Corp.

VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp.

VII’s Form 10-Q, filed with the SEC on November 14, 2025).

Note, dated December 19, 2025, issued to ONE Nuclear Energy LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital

Investment Corp.

VII’s Registration Statement on Form S-4 (File No.

333-292440), filed with the SEC on December 23, 2025).

Amendment to the Insider Letter Agreement, dated as of August 28, 2025, by and between Hennessy Capital Investment Corp.

VII and HC VII Sponsor LLC (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp.

VII’s Form 10-Q, filed with the SEC on November 14, 2025).

Member Support Agreement, dated as of October 22, 2025, by and among Hennessy Capital Investment Corp.

VII, ONE Nuclear Energy LLC and the other members of ONE Nuclear Energy LLC listed therein (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on October 23, 2025).

Sponsor Support Agreement, dated as of October 22, 2025, by and among ONE Nuclear Energy LLC, Hennessy Capital Investment Corp.

VII, HC VII Sponsor LLC and the other shareholders of Hennessy Capital Investment Corp.

VII listed therein (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp.

VII’s Form 8-K, filed with the SEC on October 23, 2025).

Form of Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Hennessy Capital Investment Corp.

VII’s Registration Statement on Form S-1 (File No.

333-283087) filed with the SEC on January 15, 2025).

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Company’s Form 10-K filed with the SEC on March 31, 2025).

of Hennessy Capital Investment Corp.

VII (incorporated by reference to Exhibit 21.1 to Hennessy Capital Investment Corp.

Registration Statement on Form S-4 (File No.

333-292440), filed with the SEC on December 23, 2025).

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

4 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Policy on Recoupment of Incentive Compensation, dated as of March 28, 2025.

Policy on Recoupment of Incentive Compensation, dated as of March 28, 2025 (incorporated by reference to Exhibit 97.1 to Company’s Form 10-K filed with the SEC on March 31, 2025).

XBRL Instance Document.

8 unchanged sentences

TO FINANCIAL STATEMENTS

Statements of Hennessy Capital Investment Corp.

of Independent Registered Public Accounting Firm

Sheet as of December 31, 2024

of Operations for the Period from September 27, 2024 (Inception) through December 31, 2024

of Changes in Shareholders’

Deficit for the Period from September 27, 2024 (Inception) through December 31, 2024

of Cash Flows for the Period from September 27, 2024 (Inception) through December 31, 2024

to Financial Statements

Financial Statements of Hennessy Capital Investment Corp.

Report of Independent Registered Public Accounting Firm PCAOB ID Number 100

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from September 27, 2024 (Inception) through

December 31, 2024

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from September 27, 2024

(Inception) through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from September 27, 2024 (Inception) through

December 31, 2024

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and the Board of Directors of

Capital Investment Corp.

the Shareholders and the Board of Directors of Hennessy Capital Investment Corp.

on the Financial Statements

have audited the accompanying balance sheet of Hennessy Capital Investment Corp.

VII (the “Company”) as of December 31, 2024

and the related statements of operations, changes in shareholders’

deficit and cash flows for the period from September 27, 2024

(inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024, and the results of its operations and its cash flows for the period from September 27, 2024 (inception) through December 31,

2024, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

We have audited the accompanying consolidated balance sheets of Hennessy

Capital Investment Corp.

VII (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of

operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from September

27, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the

period from September 27, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the

United States of America.

Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification

(“ASC”) Topic 205-40, “Basis of Presentation – Going Concern”.

The Company has until January 21, 2027 (absent

any extensions of such period by the Company’s shareholders) to consummate an initial business combination.

While the Company intends

to complete a business combination before the mandatory liquidation date, it is uncertain that the Company will be able to consummate

an initial business combination by that time.

If an initial business combination is not consummated by that date, there will be a mandatory

liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation, should an initial business

combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as

a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after January 21, 2027.

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

is not required to have, nor were we engaged to perform, an audits of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

WithumSmith+Brown, PC

have served as the Company’s auditor since 2024.

York, New York

CAPITAL INVESTMENT CORP.

BALANCE SHEETS

Current assets

offering costs

and Shareholders’

offering costs

related party

Note receivable

Prepaid expenses

Short-term prepaid insurance

Total current assets

Deferred offering costs

Cash held in Trust Account

$ 198,284,635

Liabilities and Shareholders’ Deficit

Current liabilities

and Contingencies

Shareholders’

shares, $0.0001 par value;

Accounts payable and accrued expenses

Accrued offering costs

Promissory note – related party

Total current liabilities

Deferred legal fees

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $ 10.37 and $ 0 per share at December 31, 2025 and 2024, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

no shares issued and outstanding

A ordinary shares, $0.0001 par value;

none issued or outstanding at December 31, 2025 and 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

no shares issued or outstanding

B ordinary shares, $0.0001 par value;

690,000 and 0 issued and outstanding (excluding 19,000,000 and 0 shares subject to possible redemption) at December 31, 2025 and 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

6,708,333 shares issued and outstanding (1)(2)

paid-in capital

Shareholders’

Liabilities and Shareholders’

up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the

Underwriters (Note 5).

6,333,333 and 6,708,333 shares issued and outstanding (1)(2) at December 31, 2025 and 2024, respectively

Ordinary shares, value

Additional paid-in capital

Accumulated deficit

( 9,051,326 )

Total Shareholders’ Deficit

( 9,050,624 )

Total Liabilities and Shareholders’ Deficit

$ 198,284,635

of December 31, 2024, this amount includes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option

was not exercised in full or in part by the Underwriters (Note 5).

Subsequently, on January 21, 2025, the Underwriters partially

exercised their over-allotment option in the amount of 1,500,000 Units and forfeited the remaining unexercised balance of 1,125,000

January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor

holding a total of 6,708,333 founder shares (see Note 9).

All share and per share data has been retrospectively presented.

accompanying notes are an integral part of the financial statements.

holding a total of 6,708,333 founder shares (Note 7).

All share and per share data have been retrospectively presented.

accompanying notes are an integral part of the consolidated financial statements.

CAPITAL INVESTMENT CORP.

OF OPERATIONS

THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF OPERATIONS

the Year Ended

For the Period from

September 27, 2024

General and administrative costs

and diluted weighted average Class B ordinary shares outstanding (1)(2)

and diluted net loss per Class B ordinary share

up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the

Underwriters (Note 5).

January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor

holding a total of 6,708,333 founder shares (see Note 9).

All share and per share data has been retrospectively presented.

accompanying notes are an integral part of the financial statements.

Loss from operations

( 3,656,556 )

Other income:

Interest earned on cash equivalents

Interest earned on cash held in Trust Account

Total other income

Net income (loss)

Weighted average shares outstanding of redeemable Class A ordinary shares, basic and diluted

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding of non-redeemable Class A ordinary shares, basic and diluted

Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares, basic and diluted

Basic and diluted net income (loss) per ordinary share, Class B ordinary shares

accompanying notes are an integral part of the consolidated financial statements.

CAPITAL INVESTMENT CORP.

OF CHANGES IN SHAREHOLDERS’

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2025 AND

THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

Additional Paid-in

Total Shareholders’

Balance as of September 27, 2024 (inception)

Ordinary Shares

Shareholders’

Balance — September 27, 2024 (inception)

Class B ordinary shares issued to Sponsor

Balance as of December 31, 2024

up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the

Underwriters (Note 5).

January 10, 2025, the Company issued an additional 958,333 founder shares for no additional consideration, resulting in the Sponsor

holding a total of 6,708,333 founder shares (see Note 9).

All share and per share data has been retrospectively presented.

accompanying notes are an integral part of the financial statements.

Balance — December 31, 2024

Sale of 690,000 Private Placement Units

Fair value of public Share Rights at issuance

Allocated value of transaction costs to Class A ordinary shares

Forfeiture of founder shares

Accretion for Class A ordinary shares to redemption amount

( 8,352,571 )

( 12,690,790 )

( 21,043,361 )

Balance – December 31, 2025

$ ( 9,051,326 )

$ ( 9,050,624 )

$ ( 9,051,326 )

$ ( 9,050,624 )

accompanying notes are an integral part of the consolidated financial statements.

CAPITAL INVESTMENT CORP.

OF CASH FLOWS

THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

flows from operating activities:

to reconcile net loss to net cash used in operating activities:

in operating assets and liabilities:

cash used in operating activities

flows from financing activities:

from issuance of founder shares

from promissory note –

related party

of deferred offering costs

cash provided by financing activities

change in cash

beginning of the period

end of the period

investing and financing activities:

STATEMENTS OF CASH FLOWS

For the Year Ended

For the Period from

September 27, 2024

(Inception) Through

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 7,293,022 )

Changes in operating assets and liabilities:

Note receivable

Prepaid expenses

Prepaid insurance

Accounts payable and accrued expenses

Deferred legal fees

Net cash used in operating activities

( 1,883,274 )

Cash flows from investing activities:

Investment of cash into Trust Account

( 190,000,000 )

Cash withdrawn from Trust Account for working capital purposes

Net cash used in investing activities

( 189,665,284 )

Cash flows from financing activities:

Proceeds from issuance of founder shares

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Proceeds from promissory note - related party

Repayment of promissory note - related party

Payment of deferred offering costs

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

Cash, end of the period

Noncash investing and financing activities:

Offering costs included in accrued offering costs

offering costs included in deferred legal fees

accompanying notes are an integral part of the financial statements.

Deferred offering costs included in deferred legal fees

Deferred offering costs included in accrued offering costs

Deferred underwriting fee payable

Forfeiture of founder shares

accompanying notes are an integral part of the consolidated financial statements.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

1 — ORGANIZATION AND BUSINESS OPERATIONS

TO CONSOLIDATED FINANCIAL STATEMENTS

1 — ORGANIZATION AND BUSINESS OPERATIONS

Capital Investment Corp.

VII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on

September 27, 2024.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization, or similar business combination with one or more businesses (the “Business Combination”).

As of December

31, 2024, the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf,

engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business

Combination with the Company.

VII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization, or similar business combination with one or more businesses (the “Initial Business

Combination”).

The Company has one wholly-owned subsidiary that was formed on October 22, 2025, Solis Merger Sub LLC, a Delaware

corporation (“Merger Sub”).

of December 31, 2025, the Company had not commenced any operations.

All activity for the period from September 27, 2024 (inception) through

December 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

as described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income on investments from the proceeds derived

from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on January 16, 2025.

December 31, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

as described below and, subsequent to the Initial Public Offering, identifying and completing a suitable Initial Business Combination.

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public

registration statement for the Company’s Initial Public Offering was declared effective on January 16, 2025.

On January 21, 2025,

the Company consummated the Initial Public Offering of 19,000,000 units (the “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

1 unchanged sentence

Each Unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12)

of one Class A ordinary share upon the consummation of an initial Business Combination (“Share Right”).

of one Class A ordinary share upon the consummation of an Initial Business Combination (“Share Right”).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 690,000 private placement units

(the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,900,000,

(the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,900,000 ,

which is described in Note 4.

Of the 690,000 Private Placement Units, 500,000 Private Placement Units were purchased by HC VII Sponsor

LLC, the Company’s sponsor (the “Sponsor”), and an aggregate of 190,000 Private Placement Units were purchased by the

underwriters of the Initial Public Offering (collectively, the “Underwriters”):

LLC, the Company’s sponsor (the “Sponsor”), and an aggregate of 190,000 Private Placement Units were purchased by the

underwriters of the Initial Public Offering (collectively, the “Underwriters”):

Cohen & Company Capital Markets, a division

4 unchanged sentences

are identical to the Units sold in the 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, until 30 days after the completion of the 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 Rights underlying such Private Placement Units and the Class A ordinary shares

issuable upon conversion of the Share Rights).

costs amounted to $12,656,782, consisting of $3,800,000 of cash underwriting fee, $7,600,000 of deferred underwriting fee and $1,256,782

of other offering costs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

shares (the “private placement 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,

until 30 days after the completion of its 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 private placement shares and share rights underlying such

Private Placement Units and the Class A ordinary shares issuable upon conversion of the share rights).

costs of the Initial Public Offering amounted to $ 12,656,782 , consisting of $ 3,800,000 of cash underwriting fee, $ 7,600,000 of deferred

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

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating

a Business Combination (less deferred underwriting commissions).

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes

payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

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

assurance that the Company will be able to successfully effect a Business Combination.

an Initial Business Combination (less deferred underwriting commissions).

Company’s Initial Business Combination must be with one or more target businesses that together have a fair market value equal

to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held

and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an Initial Business

However, the Company will only complete an Initial Business Combination if the post-Initial Business Combination company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

There is no assurance that the Company will be able to successfully effect an Initial Business Combination.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

the closing of the Initial Public Offering on January 21, 2025, an amount of $ 190,000,000 ($ 10.00 per Unit) from the net proceeds of

the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trust account

(“Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee.

The funds will

be invested only in U.S.

(the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee.

will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain

4 unchanged sentences

which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management

team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct

the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an

interest bearing account until the earlier of consummation of the initial Business Combination or liquidation of the Company.

with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital

requirements, subject to an annual limit of 5.0%, and to pay its taxes, other than excise taxes, if any, (“permitted withdrawals”)

and up to $100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private

Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business

Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial Public Offering

(the “public shares”) if the Company is unable to complete the initial Business Combination within 24 months from the closing

of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion

Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection

with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance

or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100%

of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other provisions relating to shareholders’

rights or pre-initial Business Combination activity.

proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have

priority over the claims of the Company’s public shareholders.

Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon

the completion of the initial Business Combination either in connection with a general meeting called to approve the initial Business

interest bearing account until the earlier of consummation of the Company’s Initial Business Combination or liquidation of the

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its

working capital requirements, subject to an annual limit of 5.0 %, and to pay its taxes, other than excise taxes, if any, (“permitted

withdrawals”) and up to $ 100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the

sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s

Initial Business Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial

Public Offering (the “public shares”) if the Company is unable to complete its Initial Business Combination within 24 months

from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly

submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association

to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its Initial Business Combination

or to redeem 100 % of the Company’s public shares if the Company has not consummated its Initial Business Combination within the

Completion Window or (B) with respect to any other provisions relating to shareholders’ rights or pre-Initial Business Combination

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which

could have priority over the claims of the Company’s public shareholders.

Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon

the completion of its Initial Business Combination either in connection with a general meeting called to approve the Initial Business

Combination or by means of a tender offer.

3 unchanged sentences

entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds

calculated as of two business days prior to the consummation of an Initial Business Combination, including interest earned on the funds

held in the Trust Account (less permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations.

ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the

Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

CAPITAL INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company will have only the duration of the Completion Window to complete the Initial Business Combination.

However, if the Company is

unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible

unable to complete the Initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

1 unchanged sentence

withdrawals and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which

redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’

as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations

redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations

under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”),

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“founder shares”),

private placement shares and public shares in connection with the completion of the Initial Business Combination;

1 unchanged sentence

rights with respect to their founder shares and private placement shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with the Initial Business Combination or to redeem 100 % of the public shares if the Company

has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’

rights or pre-initial Business Combination activity;

has not consummated the Initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-Initial Business Combination activity;

(iii) waive their rights to liquidating distributions

6 unchanged sentences

transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor

of the initial Business Combination.

Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services

rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of

intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account

to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public 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, less taxes

payable, provided that 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 the Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Initial Business Combination)

in favor of the Initial Business Combination.

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or Initial Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser

of (i) $ 10.00 per public share and (ii) the actual amount per public 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, less taxes payable, provided

that 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 the

Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve

for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy

its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the

Company cannot assure that the Sponsor would be able to satisfy those obligations.

2 — SIGNIFICANT ACCOUNTING POLICIES

and Going Concern

of December 31, 2025, the Company had cash and cash equivalents of $ 984,245 and working capital of $ 999,376 .

Further, the Company has

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

Company assessed going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation – Going Concern”.

The Company has until January 21, 2027 (absent any extensions of such period by the Company’s shareholders) to consummate an Initial

Business Combination.

While the Company intends to complete an Initial Business Combination before the mandatory liquidation date, it

is uncertain that the Company will be able to consummate an Initial Business Combination by that time.

If an Initial Business Combination

is not consummated by that date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined

that the liquidity condition and mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution,

raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should the Company be required to liquidate after January 21, 2027.

CAPITAL INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(the “U.S.

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

and Capital Resources

Company’s liquidity needs up to December 31, 2024 had been satisfied through the loan under an unsecured promissory note from the

Sponsor of up to $250,000 (see Note 5).

At December 31, 2024, the Company had cash of $20,005 and working capital deficit of $525,384.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

In connection

with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going

Concern,”

as of December 31, 2024, and including the closing of the Initial Public Offering on January 21, 2025, the Company has

sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it 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

11 unchanged sentences

adopt the new or revised standard.

This may make comparison of the Company’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

12 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $20,005 in cash and no cash equivalents as of December 31, 2024.

The Company had $ 984,245 and $ 20,005 in cash and had no cash equivalents as of December 31, 2025 and 2024, respectively.

Held in Trust Account

the closing of the Initial Public Offering on January 21, 2025, an amount of $ 190,000,000 from the net proceeds of the sale of the Units

in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The Trust Account is intended as a

holding place for funds pending the earliest to occur of (i) the completion of the Initial Business Combination;

(ii) the redemption

of any public shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing

of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Initial Business Combination

within the Combination Period or (B) 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 Combination Period, the return of the funds held in

the Trust Account to the public shareholders as part of redemption of the public shares.

As of December 31, 2025, the assets held in

the Trust Account of $ 196,958,306 were held in an interest bearing deposit account.

Concentration

3 unchanged sentences

Any loss incurred or a lack of access

to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Offering Costs

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —

“Expenses

of Offering.”

Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible

debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds, on January

21, 2025, from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering

proceeds first to assigned value of the rights and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary

shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Share Rights included in the

Public and Private Placement Units were charged to shareholders’

deficit because the Share Rights included in the Public and Private

Placement Units, after management’s evaluation, were accounted for under equity treatment.

As of December 31, 2024 the Company

has $952,432 in deferred offering costs as recorded on the accompanying balance sheet.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet, primarily due to their short-term

Company accounts for income taxes under ASC Topic 740, “Income Taxes,”

which requires an asset and liability approach to

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of

Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the

issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public

Offering proceeds, on January 21, 2025, from the Units between Class A ordinary shares and share rights, using the residual method

by allocating Initial Public Offering proceeds first to assigned value of the share rights and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering

costs allocated to the share rights included in the Units and Private Placement Units were charged to shareholders’ deficit

because the share rights included in the Units and Private Placement Units, after management’s evaluation, were accounted for

under equity treatment.

As of December 31, 2025 and 2024, the Company has $ 0

and $ 952,432 ,

respectively, in deferred offering costs as recorded on the accompanying consolidated balance sheets.

Value of Financial Instrument s

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets,

primarily due to their short-term nature.

Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to

financial accounting and reporting for income taxes.

8 unchanged sentences

than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

The Company’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest

and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the period presented.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.”

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

The Underwriters’

over-allotment option is deemed

to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant

to ASC 480 if not fully exercised at the time of the Initial Public Offering.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

As such, the Company’s

tax provision was zero for the periods presented.

Company accounted for the share rights issued in connection with the Initial Public Offering and the private placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.”

Accordingly, the Company evaluated and classified

the Share Rights under equity treatment at its assigned value.

Loss Per Ordinary Share

loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period,

excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering.

Weighted average shares were reduced

for the effect of an aggregate of 875,000 ordinary shares that are subject to forfeiture by the holders thereof depending on the extent

to which the Underwriter’s over-allotment option is exercised (see Note 5).

At December 31, 2024, the Company did not have any

dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the

earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation”

718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee

share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant

date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a

Black-Scholes option pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded

at the fair value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line

basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur,

any previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation

expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified

the share rights under equity treatment at its assigned values.

A Ordinary Shares Subject to Possible Redemption

public shares contain a redemption feature which allows for the redemption of such public shares in connection with the

Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial

Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of

permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in

redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at

the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against

additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2025, Class A ordinary

shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

deficit section of the Company’s consolidated balance sheet.

As of December 31, 2024, there were no Class A ordinary shares

subject to possible redemption.

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the

consolidated balance sheet are reconciled in the following table:

SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

$ 190,000,000

Proceeds allocated to share rights

( 1,577,000 )

Class A ordinary shares issuance costs

( 12,508,055 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2025

$ 196,958,306

CAPITAL INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income (Loss) per Ordinary Share

income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding

during the period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering.

At December 31,

2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary

shares and then share in the earnings of the Company.

As a result, diluted income (loss) per ordinary share is the same as basic income

(loss) per ordinary share for the periods presented.

following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

For the Year Ended

December 31, 2025

For the Period from

September 27, 2024 (Inception) Through

December 31, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation”

(“ASC 718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting

for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair

value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

payments are valued using a Black-Scholes option pricing model.

Grants of share-based payment awards issued to non-employees for

services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the

termination of service.

Share-based compensation expenses are included in costs and operating expenses depending on the nature of

the services provided in the consolidated statements of operations.

Accounting Standards

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.”

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to

provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company has adopted ASU 2023-07 at inception, September 27, 2024.

ASU 2023-07 does not have a material effect

on the Company’s financial statements.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a

material effect on the Company’s financial statements.

3 —

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

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consummation of an Initial Business Combination.

4 — PRIVATE PLACEMENT

CAPITAL INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 — PRIVATE PLACEMENT

Simultaneously

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and Loop Capital Markets LLC ( 28,500 ).

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor,

the Underwriters or their permitted transferees, the Private Placement Units (including their component securities) (i) may not (including

the Class A ordinary shares issuable upon conversion of the underlying Share Rights), subject to certain limited exceptions, be transferred,

assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to certain

registration rights in respect thereof (and with respect to the Class A ordinary shares and Share Rights underlying such Private Placement

Units and the Class A ordinary shares issuable upon conversion of the Share Rights).

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

Private Placement Units are identical to the Units sold in the Initial Public Offering except that, (i) so long as they are held by the

Sponsor, the Underwriters or their permitted transferees, the Private Placement Units (including the private placement shares and share

rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the underlying share rights)

may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of

the Initial Business Combination and (ii) the holders of Private Placement Units are entitled to certain registration rights in respect

thereof (and with respect to the private placement shares and share rights underlying such Private Placement Units and the Class A ordinary

shares issuable upon conversion of the share rights).

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in

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(ii) waive their redemption rights with respect to their founder

shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and

restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

shares and private placement shares in connection with a shareholder vote to approve an amendment to the Company’s amended and

restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with the Initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated the Initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-Initial Business Combination activity;

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they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving

the Business Combination) in favor of the initial Business Combination.

5 — RELATED PARTY TRANSACTIONS

the Initial Business Combination) in favor of the Initial Business Combination.

5 — RELATED PARTY TRANSACTIONS

October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued

1 unchanged sentence

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000

shares of which are subject to forfeiture depending on the extent to which the Underwriters’

over-allotment option is exercised)

shares of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised)

for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject

to forfeiture by the holders thereof depending on the extent to which the Underwriters’

option to purchase additional Units is

All share and per share data has been retrospectively presented.

to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional Units is

All share and per share data have been retrospectively presented.

On January 21, 2025, the Underwriters partially exercised

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were forfeited, resulting in the Sponsor (after giving effect to the founder share transfers described below) holding 5,203,333 founder

December 1, 2024 and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s

Executive Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President

and Chief Operating Officer (“COO”), respectively.

December 1, 2024 and January 1, 2025, the Sponsor transferred 250,000 and 750,000 founder shares to each of Nicholas Geeza, the Company’s

Executive Vice President, Chief Financial Officer (“CFO”) and Secretary, and Thomas Hennessy, the Company’s President

and Chief Operating Officer (“COO”), respectively.

The founder shares were transferred for total consideration of $ 0.004

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to the Initial Business Combination.

The sale of the founder shares to the Company’s CFO, COO, and its independent directors, are

in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

(“ASC 718”).

The sale of the founder shares to the Company’s CFO, COO, and its independent directors, are

in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based

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The fair value of the 1,130,000

shares granted to the Company’s CFO, COO, and its independent directors were $1,118,700 or $0.99 per share.

shares granted to the Company’s CFO, COO, and its independent directors was $ 1,118,700 , or $ 0.99 per share.

The founder shares

were granted subject to a performance condition (i.e., providing services through the Company’s initial Business Combination).

were granted subject to a performance condition (i.e., providing services through the Company’s Initial Business Combination).

Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under

1 unchanged sentence

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary

shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s initial

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary

shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the Company’s Initial

Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction

after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class

after the Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class

A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other

agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Related Party

Sponsor has agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public

Offering (the “Promissory Note”).

agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Note — Related Party

Sponsor agreed to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public Offering

(the “Promissory Note”).

The Promissory Note is non-interest bearing, unsecured and due at the earlier of March 31, 2025

or the closing of the Initial Public Offering.

As of December 31, 2024, the Company had borrowed $76,790 under the Promissory

During the year ended December 31, 2024, the Company had borrowed $ 76,790 under the Promissory

On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 109,994 .

under the Promissory Note are no longer available.

As of December

31, 2025 and 2024, the Company had $ 0 and $ 76,790 , respectively, outstanding balance under the Promissory Note.

No further borrowings

are available under the Promissory Note.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor or

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans.

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Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity

at a price of $10.00 per Unit at the option of the lender.

As of December 31, 2024, no such Working Capital Loans were outstanding.

Up to $ 2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Initial Business Combination

entity at a price of $ 10.00 per Unit at the option of the lender.

As of December 31, 2025 and 2024, no such Working Capital Loans were

Administrative

Services Agreement and Payments to Officer

Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation

of a Business Combination and its liquidation, to pay an aggregate of $15,000 per month for office space, utilities, and secretarial

and administrative support services.

Company entered into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $10,000 per month for services

prior to the consummation of the Company’s initial Business Combination or until the Company’s liquidation.

Services Agreement and Payments to Officer and Consultants

Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation

of an Initial Business Combination and its liquidation, to pay an aggregate of $ 15,000 per month for office space, utilities, and secretarial

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

For the year ended December

31, 2025, the Company incurred and paid $ 327,097 administrative services fees.

Company entered into an agreement with its Chief Financial Officer, commencing on January 17, 2025, to pay an aggregate of $ 10,000 per

month for services prior to the consummation of the Company’s Initial Business Combination or until the Company’s liquidation.

For the year ended December 31, 2025, the Company incurred and paid $ 114,839 , under this agreement with the Chief Financial Officer.

The Company has agreed to pay consulting and advisory fees of $ 11,000 per month, with a discretionary annual bonus of up to $ 25,000 ,

to an affiliate of the Sponsor for services related to the execution and consummation of an Initial Business Combination, which payments

commenced in September 2025.

An aggregate of approximately $ 42,068 was charged to operations for the year ended December 31, 2025 for

such consulting and advisory services.

In addition, in January 2025, the Company began to compensate a Vice President of the Company

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

An aggregate of approximately $ 212,258 , was

charged to operations for the year ended December 31, 2025, for such services.

For the period from September 27, 2024 (inception) through

December 31, 2024, the Company did not incur any fees for these services.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 — COMMITMENTS AND CONTINGENCIES

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

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 and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(“SWIFT”) payment system.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from

the ongoing Russia-Ukraine conflict, the Israel-Hamas war and the conflict between the United States and Israel and Iran, as well as

recent developments to U.S.

tariff policies.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S., the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related

individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial

Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide

military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of

Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

of Ukraine by Russia, the Israel-Hamas war, the conflict between the United States and Israel and Iran and the resulting measures

that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel

and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional

and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market

disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions

and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy

and financial markets and lead to instability and lack of liquidity in capital markets.

of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely

affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate

an initial Business Combination.

holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Share

Rights and any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights

to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company

resulting from the Russian invasion of Ukraine, the Israel-Hamas war, and the conflict between the United States and Israel and Iran

and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the U.S.

or other countries could

adversely affect the Company’s search for an Initial Business Combination and any target business with which the Company may

ultimately consummate an Initial Business Combination.

holders of the founder shares, Private Placement Units and the private placement shares and share rights underlying such Private Placement

Units and any Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to

require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company

acquired by them prior to the consummation of the Initial Business Combination.

12 unchanged sentences

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 the Company’s initial Business Combination), payable

after giving effect to the public shares that are redeemed in connection with the Company’s Initial Business Combination), payable

to the Underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders

2 unchanged sentences

solely in the event the Company completes its Initial Business Combination.

of December 31, 2024, the Company had a total deferred legal fee of $450,000, all of which was related to the Initial Public Offering

to be paid to the Company’s legal advisors upon consummation of the Business Combination.

As the settlement or liquidation of amounts

of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities,

the amount is classified as a non-current liability in the accompanying balance sheet as of December 31, 2024.

7 — SHAREHOLDERS’

Shares —

The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each.

December 31, 2024, there were no preference shares issued or outstanding.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

A Ordinary Shares —

The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001

As of December 31, 2024, there were no Class A ordinary shares issued or outstanding.

B Ordinary Shares —

The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001

of December 31, 2025, the Company had a total deferred legal fee of $ 2,450,000 ,

of which $ 1,850,000

was related to general matters and $ 600,000

was related to the Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s legal

advisors upon consummation of its Initial Business Combination.

As of December 31, 2024, the Company had a total deferred legal fee

of $ 450,000 , all of which

was related to the Initial Public Offering and charged to offering costs.

As the settlement or liquidation of amounts of deferred

legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the

amount is classified as a non-current liability in the accompanying consolidated balance sheets as of December 31, 2025 and

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

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

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

ONE Nuclear is an independent developer of large-scale energy

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

ONE Nuclear is a development stage entity,

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

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

Statement entitled “Risk Factors — Risks Related to ONE Nuclear’s Business and Industry.”

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

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

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

Merger and becoming a direct, wholly owned subsidiary of the Company.

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

date on which the Closing occurs, the “Closing Date”), ONE Nuclear will become a direct, wholly owned subsidiary of the Company,

and the Company will be a publicly traded company operating under the name “ONE Nuclear.” Following the Closing, the Company’s

shares of common stock following the Domestication (“Common Stock”) are expected to trade on Nasdaq under the ticker symbol

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

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

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

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

closing conditions set forth in the Business Combination Agreement, including (i) approval of the Transactions by the shareholders of

the Company and the equityholders of ONE Nuclear;

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

having become effective under the Securities Act;

(iii) the Company’s shares of Common Stock to be issued in connection with the

Transactions will be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number

of round lot holders of Common Stock;

(iv) no governmental authority of competent jurisdiction will have enacted, issued, promulgated,

enforced or entered any law or governmental order that is then in effect that makes the Merger illegal or otherwise prevents or prohibits

(v) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination

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

and (vi) the Domestication will

have been completed.

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

more information about the Proposed Business Combination and the Business Combination Agreement, see the Company’s Current Report

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

December 19, 2025, the Company (the “Lender”) has agree to loan or advance ONE Nuclear, as defined in Note 6 (the “Borrower”),

up to an aggregate principal amount of $ 300,000 solely to pay expenses incurred in connection with third-party legal, accounting, and

audit services, including, without limitation, expenses related to the preparation, filing, and review of the Borrower’s financial

statements, regulatory filings, and other related corporate and compliance matters.

In consideration of the Lender’s commitment

to make available up to $ 300,000 for advances thereunder, and additionally to compensate the Lender for any and all outstanding advances

(including a reasonable rate of interest), the Borrower agrees to pay to the Lender a monthly non-refundable fee equal to $ 10,000 (the

“Commitment Fee”), which fee shall be fully earned by the Lender and paid in-kind in arrears, on the last calendar day of

each month until the Maturity Date (as defined below) and on the Maturity Date (to the extent the Maturity Date does not occur on the

last calendar day of a month), in each case prorated for any partial period.

All outstanding and unpaid obligations shall be payable

by the Borrower to the Lender upon the earliest of (the earliest such date, the “Maturity Date”) (i) March 31, 2026 , (ii)

the date upon which all or any part of the Obligations have been declared or automatically have become due and payable (whether by acceleration

or otherwise);

and (iii) the date upon which the Proposed Business Combination (as defined below) between the Borrower and the Lender

or any third-party bridge financing, outside financing or similar capital-raising transaction by the Borrower is consummated (each, a

“Specified Financing”).

The Obligations may be prepaid at any time without penalty.

As of December 31, 2025, there was $ 300,000

loaned to ONE Nuclear under this agreement, included in note receivable in the accompanying consolidated balance sheet.

7 — SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

December 31, 2025 and 2024, there were no preference shares issued or outstanding.

A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001

As of December 31, 2025 and 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively, excluding

the 19,000,000 Class A ordinary shares subject to possible redemption as of December 31, 2025.

B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001

On October 8, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company

1 unchanged sentence

On January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000

shares of which are subject to forfeiture depending on the extent to which the Underwriters’

over-allotment option is exercised)

for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject

to forfeiture by the holders thereof depending on the extent to which the Underwriters’

option to purchase additional units is

shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option was exercised)

for no additional consideration, resulting in the Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which were subject

to forfeiture by the holders thereof depending on the extent to which the Underwriters’ option to purchase additional units was

On January 21, 2025, the Underwriters partially exercised their over-allotment option in the amount of 1,500,000 Units and

forfeited the remaining unexercised balance of 1,125,000 Units, resulting in the forfeiture of 375,000 founder shares.

As of December

31, 2025 and 2024, there were 6,333,333 and 6,708,333 Class B ordinary shares issued or outstanding, respectively.

CAPITAL INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of

the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions,

the Initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

5 unchanged sentences

number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary

shares issued pursuant to the Underwriters’

over-allotment option and excluding the Class A ordinary shares underlying the Private

Placement Units issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued

or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the

Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii)

any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination;

provided that such

conversion of founder shares will never occur on a less than one-for-one basis.

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

shares issued pursuant to the Underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class

A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the Initial Business Combination

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any

private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon

conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with

an Initial Business Combination;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by shareholders.

3 unchanged sentences

entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally

required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions require a special resolution

1 unchanged sentence

such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting,

and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended

and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination,

no cumulative voting with respect to the appointment of directors, meaning, following the Company’s Initial Business Combination,

the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors.

9 unchanged sentences

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Rights —

Except in cases where the Company 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 the initial Business Combination.

Rights — Except in cases where the Company is not the surviving company in the Initial Business Combination, each

holder of a share right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of its Initial

Business Combination.

The Company will not issue fractional shares in connection with an exchange of share rights.

Fractional shares will either be rounded

down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company

is not the surviving company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively

convert his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right

upon consummation of the Business Combination.

If the Company is unable to complete the initial Business Combination within the required

time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of Share Rights will not receive

any of such funds for their Share Rights and the Share Rights will expire worthless.

Fractional shares

will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman

In the event the Company is not the surviving company upon completion of its Initial Business Combination, each holder of a

share right will be required to affirmatively convert his, her or its share rights in order to receive the one-twelfth (1/12) of one

Class A ordinary share underlying each share right upon consummation of its Initial Business Combination.

If the Company is unable

to complete its Initial Business Combination within the required time period and the Company will redeem the public shares for the

funds held in the Trust Account, holders of share rights will not receive any of such funds for their share rights and the share

rights will expire worthless.

8 — FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

CAPITAL INVESTMENT CORP.

TO FINANCIAL STATEMENTS

8 — SEGMENT REPORTING

Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

fair value of the share rights as of January 21, 2025 issued in the Initial Public Offering was $ 1,577,000 , or $ 0.083 per share right.

The share rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement

after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the share

rights issued in the Initial Public Offering:

SCHEDULE OF FAIR VALUE ASSUMPTIONS USED IN VALUATION OF SHARE RIGHTS

January 21, 2025

Underlying share price

Pre-adjusted value per share right

Market adjustment (1)

Fair value per share right

adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of the Initial

Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline

of stock price prior to beginning of the exercise period.

The adjustment is determined by comparing traded right prices to simulated

model outputs.

The market adjustment was determined by calibrating traded share rights prices as of the valuation dates.

9 — SEGMENT REPORTING

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

1 unchanged sentence

that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information

is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding

how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

1 unchanged sentence

has determined that there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported

on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total

When evaluating the Company’s performance and making key decisions regarding

CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is

reported on the consolidated statements of operations as net income or loss.

The measure of segment assets is reported on the

consolidated balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding

resource allocation, the CODM reviews the below key metric included in net income or loss:

2024 (inception)

SCHEDULE OF SEGMENT

December 31, 2025

Formation, general and administrative costs

general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete a Business Combination or similar transaction within the Completion Window.

The CODM also reviews formation, general and

administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation, general and administrative costs, as reported on the statement of operations, are the significant segment expenses provided

to the CODM on a regular basis.

other segment items included in net income or loss are reported on the statement of operations and described within their respective

9 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Other than as described below and in these financial statements, the Company did not identify any subsequent events that

would have required adjustment or disclosure in the financial statements.

January 10, 2025, the Company issued an additional 958,333 founder shares (up to 125,000 shares of which are subject to forfeiture depending

on the extent to which the Underwriters’

over-allotment option is exercised) for no additional consideration, resulting in the

Sponsor holding a total of 6,708,333 founder shares (up to 875,000 of which are subject to forfeiture by the holders thereof depending

on the extent to which the Underwriters’

option to purchase additional units is exercised).

January 21, 2025, the Company 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, the Company 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 Sponsor, and an aggregate of 190,000 Private Placement Units were purchased by

the Underwriters:

Cohen & Company Capital Markets (133,000);

Clear Street LLC (28,500);

and Loop Capital Markets LLC (28,500).

January 21, 2025, in connection with the closing of the Initial Public Offering, the Underwriters were paid a cash underwriting discount

of $0.20 per Unit, or $3,800,000 in the aggregate.

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

January 21, 2025, the Company repaid all outstanding amounts under the Promissory Note.

Cash held in Trust Account

$ 196,958,306

For the Year Ended December 31, 2025

For the Period from

September 27, 2024

December 31, 2024

General and administrative costs

Interest earned on cash held in Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial

Business Combination or similar transaction within the Completion Window.

The CODM also reviews general and administrative costs to

manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

administrative costs, as reported on the consolidated statements of operations, are the significant segment expenses provided to the

CODM on a regular basis.

other segment items included in net income or loss are reported on the consolidated statements of operations and described within

their respective disclosures.

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the

consolidated financial statements were issued.

The Company has concluded that all such events and transactions that would require

adjustment or disclosure in the consolidated financial statements have been recognized or disclosed.

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Annual Report to be signed

1 unchanged sentence

March 6, 2026

CAPITAL INVESTMENT CORP.

HENNESSY CAPITAL INVESTMENT CORP.

of the Board of Directors and

Executive Officer

Executive Officer )

( Principal Executive Officer )

to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

of the Board of Directors and Chief Executive Officer

Executive Officer )

/s/ Thomas D.

Chairman of the Board of

Directors and Chief Executive Officer

(Principal Executive Officer )

President and Chief Operating Officer and

March 6, 2026

/s/ Nicholas Geeza

Vice President, Chief Financial Officer and Secretary

Financial and Accounting Officer )

Nicholas Geeza

Executive Vice President,

Chief Financial Officer and Secretary

Nicholas Geeza

( Principal Financial and Accounting Officer )

March 6, 2026

Anna Brunelle

March 6, 2026

Poonam Sharma

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 9A. Controls and Procedures